UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, ~~2001~~2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________

OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission File No. 33-98136

CPG PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)

22-3258100
(I.R.S. Employer
Identification No.)

103 Eisenhower Parkway, Roseland, New Jersey 07068
(Address of principal executive offices - zip code)

(973) 228-6111
(Registrant's telephone number, including area code)

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

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

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

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

Indicate by check mark whether the registrant is an accelerated filer.
Yes No X

There are no outstanding shares of Common Stock or voting securities.

Documents incorporated by reference:

Portions of the definitive Proxy Statement of Chelsea Property Group, Inc. relating to its ~~2002~~2004 Annual Meeting of Shareholders are incorporated by reference into Part III as set forth herein.

PART I

Item 1. Business

The ~~Operating Partnership~~OP

CPG Partners, L.P., a Delaware limited partnership, (the "“Operating Partnership"” or "“OP"”), is 85.6% owned and managed by its sole general partner, Chelsea Property Group, Inc. (the "“Company"”), a self-administered and self-managed real estate investment trust ("REIT"). The OP specializes in owning, developing, redeveloping, leasing, marketing and managing upscale and fashion-oriented manufacturers'’ outlet centers ~~(the "Premium Portfolio")~~. ~~On September~~As ~~25, 2001 as part~~ of aDecember ~~transaction with Konover Property Trust~~31, ~~Inc. and affiliates ("Konover")~~2003, the OP ~~acquired~~wholly 32or partially-owned ~~retail~~60 centers, 30in ~~of which~~31 ~~constitute~~states ~~other~~and ~~retail~~Japan ~~centers ("Other Retail Centers")~~ containing ~~4.3~~approximately 16.1 million square feet of gross leasable area ("“GLA"”) ~~(see "Recent~~represented ~~Developments")~~by ~~(the~~more than ~~Premium~~1,030 ~~Portfolio~~tenants ~~and~~in ~~Other~~3,953 ~~Retail~~stores. ~~Centers are~~The ~~collectively~~OP’s ~~the~~portfolio ~~"Properties").~~is Ascomprised of ~~December~~30 Premium ~~31,~~Outlet ~~2001,~~centers ~~the~~containing ~~OP wholly~~10.6 ormillion ~~partially~~square ~~owned~~feet 57of ~~centers~~GLA in(“Premium Properties”) 29and ~~states~~30 ~~and~~other ~~Japan~~retail centers containing ~~approximately~~ 125.65 million square feet of GLA ~~represented~~(“Other byProperties”) ~~more~~(collectively ~~than~~the ~~700~~“Properties”). ~~tenants~~The inPremium ~~approximately~~Properties, 2excluding properties converted to Premium during 2003,~~900~~ generated ~~stores.~~approximately ~~The~~75% and 86% of the OP'’s ~~Premium~~real ~~Portfolio~~estate ~~includes~~net operating 27income ~~properties~~for ~~containing~~the ~~8.3~~years ~~million~~ended ~~square~~December ~~feet~~31, of2003 ~~GLA~~and 2002, respectively. ~~These~~The ~~centers~~Premium Properties generally are located near metropolitan areas including New York City, Los Angeles, Chicago, Boston, Washington, D.C., San Francisco, Sacramento, ~~Cleveland,~~ Atlanta, Dallas, ~~Portland~~ ~~(Oregon),~~ Tokyo and Osaka, Japan, which have a population of at least ~~one~~ one million people within a 30-mile radius, with average annual household income of of greater than $50,000. Some Premium ~~Portfolio~~Properties centers are also located within 20 20 miles of major tourist destinations including Palm Springs, ~~the~~ Napa Valley, Orlando, Las Vegas and Honolulu. During ~~2001~~2003, the OP'’s domestic Premium Properties ~~Portfolio~~ generated weighted average tenant sales of $~~379~~399 per square -foot, defined as total sales reported by tenants divided by their gross leasable area , weighted by number of months in operation.

The OP's executive offices are located at 103 Eisenhower Parkway, Roseland, New Jersey 07068 (telephone 973-228-6111). The Company’s website can be accessed at www.cpgi.com. A copy of the OP’s Forms 10-K, 10-Q, 8-K and other filings can be obtained free of charge, on the website. These SEC filings are added to the website as soon as reasonably practicable. The Company’s Code of Ethics and other committee charters are also listed on the website and the corporate governance principles will follow shortly.

Recent Developments

On September 25, 2001, the OP acquired a total of 32 retail centers from Konover. The purchase price was $182.5 million, including the assumption of $131.0 million of non-recourse mortgage debt. One of these centers was acquired subject to a repurchase agreement and was sold back to Konover on December 3, 2001 at the established cost basis of $2.5 million. Another 21,000 square foot center in Kittery, Maine was classified as a Premium Portfolio property. The remaining 30 Other Retail Centers contain 4.3 million square feet of GLA represented by 180 tenants in approximately 700 stores. The Company expects that within two years three additional Other Retail Centers will be classified as Premium Portfolio properties as a result of its re-tenanting efforts and the centers' locations. Certain centers that do not meet the OP's strategic criteria for long- term hold will be identified for sale. The 30 Other Retail Centers were 91% leased at December 31, 2001. Acquisitions

In ~~October~~June ~~2001~~2003, the OP ~~sold~~purchased ~~Mammoth~~The ~~Premium~~Crossings ~~Outlets~~Factory toStores, a ~~third~~ ~~party~~390,000 square-foot outlet center located in Tannersville, Pennsylvania, for $111.3 million including closing costs and the assumption of a ~~net~~$60.7 ~~sales~~million 5.85% mortgage loan due 2013. In conjunction with the acquisition, the Company completed an offering of 1.2 million shares of common stock at a price ~~that~~of ~~approximated~~$42.10 per share. Net proceeds after expenses of $49.4 million were used to fund substantially the ~~carrying~~entire ~~value~~cash portion of the acquisition.

In August 2003, the OP acquired Las Vegas Outlet Center, a 477,000 square-foot outlet center in Las Vegas, Nevada, for $104.0 million including the assumption of a $24.4 million 8.12% mortgage loan due 2012. As part of the transaction, the OP also acquired Lakeland Factory Outlet Mall, a 319,000 square-foot outlet center near Memphis, Tennessee for an additional $3.5 million. The ~~following~~Lakeland ~~table~~property ~~sets~~is ~~forth~~being marketed for sale. The approximately $84.0 million cash portion of the overall transaction was financed with a ~~summary~~$100.0 million one-year term loan at an annual interest rate of ~~expansions~~LIBOR plus 0.80% that is due on July 31, ~~acquisitions~~2004 and extendible for six months until January 31, 2005, at ~~dispositions~~the OP’s option. The LIBOR rate spread ranges from ~~January~~0.70% to 1.35% ~~through~~depending on ~~December~~the ~~31,~~OP’s ~~2001:~~Senior Debt rating. Surplus proceeds from the financing of approximately $16.0 million were used for general corporate purposes.

~~GLA Number Property %~~Recent ~~Owned Date(1) (Sq.~~Developments ~~Ft.) of Stores Tenants~~(2continued) -------- ------------ ----------- ----------- --------- ---------------------------------- As of January 1, 2001............... 8,159,000 2,141 Expansions: Allen Premium Outlets, Allen, TX 100 3/ & 11/01 146,000 33 Adidas, Brooks Brothers, Lenox Other (net).................... 4,000 (14) ----------- --------- Total expansions: 150,000 19 Acquisitions: Kittery Premium Outlets II, formerly Factory Stores at Kittery Kittery, ME........................ 100 09/01 21,000 5 Factory Stores at Vacaville, Vacaville, CA....................... 100 09/01 447,000 107 Carter's, Eddie Bauer, Gap, L'eggs/Hanes/Bali/Playtex, Nike, OshKosh B' Gosh, Reebok Carolina Outlet Center, Smithfield, NC..................... 100 09/01 443,000 51 Carter's, Casual Corner, Gap, Liz Claiborne, L'eggs/Hanes/Bali/Playtex, Nike, Polo, Tommy Hilfiger Factory Stores at North Bend North Bend, WA...................... 100 09/01 223,000 49 Factory Brand Shoe, Gap, Lenox, Nike Other Retail Centers acquired....... 100 09/01 3,166,000 490 VF Factory Outlet ----------- --------- Total acquisitions:................. 4,300,000 702 Dispositions: ...................... Mammoth Premium Outlets Mammoth, CA, .............. 100 10/01 (35,000) (11) Polo Ralph Lauren ----------- --------- Total for 2001...................... 4,415,000 710 ----------- --------- As of December 31, 2001............. 12,574,000 2,851 =========== =========

~~___________________~~Chelsea Interactive

At December 31, 2002, the OP recognized an impairment loss equal to the net book value of its investment in Chelsea Interactive. The OP believes that it will not be able to recover the net book value of its investment in Chelsea Interactive through future cash flows. A $2.5 million funding loss was reported for the year ended December 31, 2003. Future funding by the OP will be reported as a loss in the period funding is required. Through December 31, 2003, the OP had funded $54.9 million and anticipates that Chelsea Interactive will not reach the OP’s funding limit of $60.0 million. On February 17, 2004, the OP announced a joint venture between Chelsea Interactive and a publicly traded third party, GSI Commerce, Inc. (1“GSI-Chelsea Solutions”). ~~Expansion~~Under the terms of the agreement, ~~acquisition~~Chelsea Interactive orwill ~~disposition~~no ~~date~~longer operate its e-commerce technology, but will retain a minority interest in GSI-Chelsea Solutions. Chelsea Interactive’s largest clients have entered into service agreements with GSI-Chelsea Solutions and will transition e-commerce activities to the GSI-Chelsea platform by the second quarter of 2004.

~~(2)~~The ~~Consists~~following oftable ~~tenants~~sets ~~who~~forth ~~lease~~a atsummary ~~least 5,000 square feet~~ of the GLA orchanges ~~have~~from developments, ~~estimated~~expansions, ~~sales~~acquisitions ~~of more than $300 per square foot. Most tenants pay a fixed base rent based on the square feet leased~~ and ~~also~~dispositions ~~pay~~from aJanuary ~~percentage~~1 ~~rent~~through December ~~based~~31, on2003: ~~sales.~~

Some
                                                                      GLA     Number
Property                              Owned         Date (1)     (Sq. Ft.)    of theStores  Tenants most(2)
-----------------------------------   -----------  ---------  ------------- recent-----------  ---------------------------------------

As newlyof acquiredJanuary or1, expanded2003..............                             14,386,000      3,436

New centers aredeveloped:
Las discussedVegas belowPremium Outlets..........      50%        08/03          435,000        123    A|X Armani Exchange, Coach, Dolce &
  Las Vegas, NV                                                                          Gabana, Kenneth Cole, Polo Ralph
                                                                                         Lauren

Sano Premium Outlets ..............      40%        03/03          180,000         97    Bally, Brooks Brothers, Coach,
  Sano, Japan                                                                            Escada, Nautica, Theory, Timberland
                                                              ------------- -----------
Total Development .................                                615,000        220

Expansions:
 Gotemba Premium Outlets...........      40%        07/03          170,000         73    Bally, Coach, Diesel, Gap, Gucci,
   Gotemba City, Japan                                                                   L.L. Bean, Nike

Albertville Premium Outlets........     100%        12/03          125,000         37    Calvin Klein, Liz Claiborne,
  Albertville, MN                                                                        Timberland, Tommy Kids

Other (net) .......................                                (30,000)       (12)
                                                              ------------- -----------
Total expansions...................                                265,000         98

Acquisitions:
Las Vegas Outlet Center............     100%       08/03           477,000        130    Liz Claiborne, Nike, Reebok, Tommy
  Las Vegas, NV                                                                          Hilfiger, VF Factory Outlet

The Crossings Factory Stores.......     100%       06/03           390,000        108    Ann Taylor, Coach,  Liz Claiborne,
  Tannersville, PA                                                                       Reebok, Tommy Hilfiger,

Lakeland Factory Outlet Mall.......     100%       08/03           319,000         45    Bass, L'eggs Hanes Bali Playtex,
 Lakeland, TN                                                                            Nike, VF Factory Outlet,

                                                              ------------- -----------
Total acquisitions:................                              1,186,000        283

Dispositions:
Factory Stores of America..........     100%       09/03          (167,000)       (30)
  Mesa, AZ

American Tin Cannery
   Premium Outlets(3) .............     100%       01/04          (135,000)       (45)
  Pacific Grove, CA

St. Helena Premium Outlets.........     100%       06/03           (23,000)        (9)
  St. Helena, CA (Napa Valley)
                                                              ------------- -----------
Total dispositions.................                               (325,000)       (84)

Net additions for 2003.............                              1,741,000        517
                                                              ------------- -----------

Totals as of December 31, 2003.....                             16,127,000      3,953
                                                              ============= ===========

~~Allen~~1) ~~Premium Outlets~~Development, ~~Allen~~expansion, ~~Texas. Allen Premium Outlets~~acquisition, adisposition ~~352,000~~or ~~square~~termination ~~foot center containing 81 stores, opened its initial phase in October 2000~~date. Expansions in 2001 consisted of the 28,000 square foot completion of Phase I and 118,000 square feet on Phase II. The center is located approximately 30 miles north of Dallas on US Highway 75. The populations within a 15-mile, 30-mile and 60-mile radius are approximately 0.6 million, 2.4 million and 5.0 million respectively. Average household income within a 30-mile radius is approximately $73,000.

~~Kittery~~2) ~~Premium~~Consists ~~Outlets~~of ~~(II),~~tenants ~~Kittery,~~who ~~Maine.~~lease ~~Kittery Premium~~at ~~Outlets,~~least ~~a 21~~5,000 square ~~foot~~feet ~~center~~of ~~containing~~GLA 5or ~~stores~~have ~~was acquired~~estimated insales ~~September 2001. The center is located approximately 60 miles north~~ of ~~Boston~~more ~~(MA)~~than ~~and~~$300 60per ~~miles south of Portland (ME)~~square-foot. ~~The~~Most ~~populations~~tenants ~~within~~pay a ~~15-mile,~~ ~~30-mile~~fixed ~~and~~base ~~60-mile~~rent ~~radius~~based ~~are~~on ~~approximately~~square ~~0.2~~feet ~~million,~~leased ~~0.5 million~~ and ~~3.8~~pay ~~million~~percentage ~~respectively.~~rent ~~Average~~based ~~household~~on ~~income within a 30-mile radius is approximately $60,000~~sales. ~~The center is adjacent to Kittery Premium Outlets I.~~

3) ~~Factory~~The ~~Stores~~OP atterminated ~~Vacaville,~~its ~~Vacaville,~~long-term ~~California. Factory~~lease ~~Stores at Vacaville~~agreement, aexpiring ~~447,000~~December square foot center containing 107 stores was acquired in September 2001. The center is located approximately 50 miles east of San Francisco and 25 miles west of Sacramento. The populations within a 15-mile2004, ~~30-~~effective ~~mile~~January ~~and 60-mile radius are approximately 0.~~2 ~~million~~, 12004.~~4 million and 7.0 million, respectively. Average household income within a 30-mile radius is approximately $69,000.~~

~~Carolina~~Recent ~~Outlet~~Developments Center, Smithfield, North Carolina. Carolina Outlet Center, a 443,000 square foot center containing 51 stores was acquired in September 2001. The center is located approximately 30 miles southeast of Raleigh/Durham. The populations within a 15-mile, 30-mile and 60-mile radius are approximately 0.1 million, 0.8 million, and 2.3 million, respectively. Average household income within a 30-mile radius is approximately $55,000. (continued)

~~Factory~~Some ~~Stores~~of atthe ~~North~~most ~~Bend,~~recent ~~North~~newly ~~Bend~~developed, ~~Washington. Factory Stores at North Bend, a 223,000 square foot center containing 49 stores was~~ acquired inor ~~September 2001. The center is located approximately 36~~expanded ~~miles~~centers ~~southeast of Seattle. The populations within a 15-mile, 30-mile and 60-mile radius~~ are ~~approximately~~discussed ~~0.1~~below: ~~million, 1.7 million, and 3.4 million, respectively. Average household income within a 30-mile radius is approximately $77,000.~~

~~The~~Las OPVegas ~~continues~~Premium ~~construction~~Outlets, onLas ~~additional~~Vegas, ~~phases~~Nevada of– ~~three~~Las ~~existing~~Vegas ~~centers~~Premium ~~totaling~~Outlets, 57a 435,000 square-foot ~~feet~~center containing 123 stores opened in August 2003. ~~These~~The ~~projects,~~center ~~along~~is ~~with~~located ~~others, are~~between inGrand ~~various~~Central ~~stages~~Parkway and I-15 near the intersection of ~~development~~U.S. Route 95, easily accessible from downtown Las Vegas and ~~there~~the ~~can~~“Strip”. beThis notourist ~~assurance~~destination ~~they~~attracts ~~will~~over be35 ~~completed~~million orpeople ~~opened,~~annually. orThe ~~that~~population ~~there~~within ~~will~~a ~~not~~15-mile beradius ~~delays~~is in1.1 ~~opening~~million. Average orhousehold ~~completion~~income within a 30-mile radius is approximately $60,000.

~~During~~Sano ~~2000~~Premium Outlets, ~~the~~Sano, OPJapan ~~developed a new technology~~-~~based~~ ~~e-commerce platform~~Sano ~~through~~Premium ~~an unconsolidated investment~~Outlets, ~~Chelsea Interactive, Inc.~~ ~~("Chelsea~~a ~~Interactive")~~180,000 ~~that provides fashion and other retail brands with their own customized direct~~square-~~to-the-consumer~~foot ~~Internet~~center ~~online~~containing ~~store,~~97 ~~incorporating e-commerce design~~stores, ~~development,~~opened ~~fulfillment~~in ~~and~~March ~~customer services~~2003. InThe ~~consideration~~center ~~for~~is ~~such~~located ~~services,~~40 ~~Chelsea~~miles ~~Interactive~~north ~~is receiving a percentage~~ of ~~each~~Tokyo ~~brand's~~on ~~online~~Route ~~sales.~~50 Tooff ~~date,~~ the OPTohoku ~~has invested approximately $43~~Expressway. ~~million~~Sano inis ~~Chelsea~~near ~~Interactive~~some toof ~~build~~Japan’s ~~the~~most ~~platform.~~famous ~~There~~tourist isspots, noincluding ~~assurance~~Nikko ~~that~~and ~~this~~the ~~concept~~Nasu-Kogen ~~will~~resort bearea. ~~successful~~The orpopulation ~~its~~within ~~future~~a ~~impact~~20-mile onand ~~the~~30-mile ~~OP's financial~~radius ~~condition~~is or2.5 ~~results~~million ofand ~~operations~~8.3 million, respectively.

~~Strategic~~Gotemba ~~Alliance~~Premium Outlets, Gotemba City, Japan - Gotemba Premium Outlets is a 390,000 square-foot center containing 158 stores. Gotemba opened its initial phase in July 2000 and ~~Joint~~expanded ~~Ventures~~by 170,000 square feet in July 2003. The center is located on the Tomei Expressway, approximately 60 miles west of Tokyo and midway between Mt. Fuji and the Hakone resort area. These two tourist destinations attract 37 million people annually. The population within a 20-mile, 30-mile and 60-mile radius is approximately 1.5 million, 5.0 million and 31.2 million, respectively.

InAlbertville ~~June~~Premium ~~1999~~Outlets, ~~the~~Albertville, OPMinnesota ~~signed a definitive agreement with~~- ~~Mitsubishi~~Albertville ~~Estate~~Premium ~~Co.~~Outlets, ~~Ltd.~~a ~~and~~430,000 ~~Nissho~~square-foot ~~Iwai~~center ~~Corporation~~containing to104 ~~jointly~~stores was ~~develop,~~acquired ~~own and~~in ~~operate~~November ~~premium~~2002 ~~outlet~~and ~~centers~~expanded in ~~Japan~~December 2003. The ~~joint~~center ~~venture, known as Chelsea~~is ~~Japan~~located ~~Co.,~~approximately ~~Ltd.~~20 ~~("Chelsea~~miles ~~Japan"),~~northwest ~~developed~~of ~~its~~Minneapolis-St. ~~initial~~Paul ~~projects~~on inInterstate 94. ~~the~~The ~~cities of~~population ~~Gotemba~~within ~~and~~a ~~Izumisano~~15-mile, ~~outside~~30-mile ofand ~~Tokyo~~60-mile ~~and~~radius ~~Osaka,~~is ~~respectively~~0.3 ~~Subject to~~million, ~~governmental~~1.9 million and ~~other~~3.3 ~~approvals~~million, ~~Chelsea~~respectively. ~~Japan~~Average ~~expects~~household toincome ~~announce~~within ~~additional~~a ~~projects~~30-mile ~~during~~radius ~~2002~~is approximately $68,000.

InLas ~~May~~Vegas ~~1997~~Outlet Center, ~~the~~Las OPVegas, ~~formed~~Nevada a- ~~strategic~~Las ~~alliance with Simon to~~Vegas ~~develop~~Outlet ~~and~~Center, ~~acquire~~a ~~high~~477,000 square-~~end~~foot ~~outlet~~center ~~centers~~containing ~~with~~130 ~~GLA~~stores ofwas ~~500,000 square feet or~~acquired ~~more~~ in ~~the~~August ~~United States~~2003. The OPcenter ~~and~~is ~~Simon~~located ~~are~~at ~~co-managing~~the ~~general~~intersection ~~partners, each with 50%-ownership~~ of ~~the~~Las ~~joint~~Vegas ~~venture~~ Boulevard and ~~any~~Warm ~~entities~~Springs ~~formed~~Road, ~~with respect~~easily toaccessible ~~specific~~from ~~projects;~~ the OPLas ~~will~~Vegas ~~have~~airport ~~primary~~and ~~responsibility for~~ the ~~day-to-day activities of each project~~“Strip”. ~~Simon~~This istourist ~~one~~destination ofattracts ~~the~~over ~~largest~~35 ~~publicly traded real estate companies in North America as measured by market capitalization, and at February 2002 owned, had an interest in and/or managed approximately 193~~ million ~~square feet of retail and mixed-use properties in 36~~people ~~states and Europe~~annually. The ~~strategic~~population ~~alliance~~within isa ~~currently~~15-mile ~~scheduled~~radius tois ~~terminate~~1.1 ~~on December 31, 2002~~million. ~~The~~Average household ~~50/50~~income ~~Orlando~~within ~~Premium~~a ~~Outlets~~30-mile ~~joint~~radius ~~venture~~ is ~~the~~approximately ~~only project under this alliance to date~~$60,000.

InThe ~~October~~Crossings ~~1998~~Factory ~~the~~Stores, OPTannersville, ~~sold its interest in and terminated the~~Pennsylvania ~~development~~- ofThe ~~Houston~~Crossings ~~Premium~~Factory ~~Outlets~~Stores, a ~~joint~~390,000 ~~venture~~square-foot ~~project~~center ~~with~~containing ~~Simon.~~108 ~~Under~~stores ~~the~~was ~~terms~~acquired ofin ~~the~~June ~~agreement,~~2003. ~~the~~The OPcenter ~~received~~is ~~non-compete~~located ~~payments~~in ~~totaling~~Tannersville ~~$21.4~~approximately ~~million~~13 miles from ~~The~~the ~~Mills~~Delaware ~~Corporation;~~Water $3Gap, directly off Interstate 80.0 The ~~million~~population ~~was~~within ~~received~~a at15-mile, ~~closing~~ 30-mile and ~~all~~60-mile ~~four~~radius ~~annual~~is ~~installments~~0.2 ofmillion, $41.6 0 million ~~were~~and ~~received~~2.7 million, ~~including~~respectively. ~~the final~~Average ~~January~~household ~~2002~~income ~~payment~~within ~~which had~~ a ~~$0.3~~30-mile radius ~~million~~is ~~legal~~approximately ~~reserve withheld~~$60,000.

~~The~~Strategic OPAlliances ~~has~~and ~~made several investments through joint ventures with others.~~ Joint venture investments may involve risks not otherwise present for investments solely by the OP, including the possibility its co-venturers might become bankrupt, its co-venturers might at any time have different interests or goals than the OP, and that the co-venturers may take action contrary to the OP's instructions, requests, policies or objectives, including its policy with respect to maintaining the qualification of Chelsea Property Group, Inc. as a REIT. Other risks of joint venture investments include impasse on decisions, such as a sale, because neither its co-venturer nor the OP would have full control over the joint venture. There is no limitation under the OP's organizational documents as to the amount of funds that may be invested in partnerships or joint ventures. Ventures

In June 1999, the OP entered into an agreement with Mitsubishi Estate Co., Ltd. and Nissho Iwai Corporation to jointly develop, own and operate Premium Outlet centers in Japan. The joint venture, known as Chelsea Japan Co., Ltd. ("Chelsea Japan"), has three operating centers: Sano Premium Outlets, Gotemba Premium Outlets, and Rinku Premium Outlets. Chelsea Japan is scheduled to open its fourth center, Tosu Premium Outlets, located near Fukuoka, Japan, in March 2004.

During 2002, the OP and Simon Property Group, Inc. (“Simon”) agreed to develop two Premium Outlet centers under separate 50/50 joint ventures, the 435,000 square-foot Las Vegas Premium Outlets which opened in August 2003 and the 438,000 square-foot Chicago Premium Outlets scheduled to open in mid-2004 (“Simon-Ventures”). Simon is the largest publicly traded retail real estate company in the United States as measured by market capitalization. At February 2004, Simon was engaged in ownership and management of income-producing properties, primarily regional malls and community centers, and had an interest in and/or managed approximately 190 million square feet of retail and mixed-use properties in 37 states, Canada and Europe.

Strategic Alliances and Joint Ventures (continued)

The OP has a 50/50 joint venture agreement with Sordo Madaleno y Asociados and affiliates to jointly develop, own and operate Premium Outlet centers in Mexico. In July 2003, the first development project broke ground, a 230,000 square-foot first phase of Punta Norte Premium Outlets located near Mexico City and is scheduled to open in late 2004. The OP is responsible for financing its 50% share of project costs of approximately $15.0 million. As of December 31, 2003, the OP had contributed $2.5 million.

The OP has made several investments through joint ventures with others. Joint venture investments may involve risks not otherwise present for investments made solely by the OP, including the possibility its co-venturers might become bankrupt, its co-venturers might at any time have different interests or goals than the OP, and that the co-venturers may take action contrary to the OP’s instructions, requests, policies or objectives, including its policy with respect to maintaining the qualification of the OP as a REIT. Other risks of joint venture investments include impasse on decisions, such as a sale, because neither its co-venturer nor the OP would have full control over the joint venture. There is no limitation under the OP’s organizational documents as to the amount of funds that may be invested in partnerships or joint ventures, however, the OP’s loan covenants do contain certain limitations.

Organization of the OP

Virtually all of the ~~Properties~~OP's assets are held by, and all of ~~its~~ its business activities conducted through, the OPOperating Partnership. The Company (which owned 85.6% in of the OPOperating Partnership as of December 31, ~~2001~~2003) is the sole general partner of the OPOperating Partnership and has full and complete control over the management of the OPOperating Partnership and each of ~~the~~ the Properties, excluding joint ventures.

The Manufacturers' Outlet Business

Manufacturers' outlets are manufacturer-operated retail stores that sell primarily first-quality, branded goods at significant discounts from regular department and specialty store prices. Manufacturers' outlet centers offer numerous advantages to both consumer and manufacturer; by eliminating the third party retailer, manufacturers are often able to ~~charge~~sell to customers at lower prices for brand name and designer merchandise; manufacturers benefit ~~by being~~from ~~able~~selling ~~to sell~~ first quality in-season, as well as out-of-season, overstocked or discontinued merchandise without compromising their relationships with department stores or ~~hampering~~ the manufacturers' brand name. In addition, outlet stores enable manufacturers to optimize the size of production runs while ~~maintaining~~ maintaining control of their distribution channels.

Business Strategy

The OP believes its strong tenant relationships, high-quality property portfolio and managerial expertise give it significant advantages in the manufacturers'’ outlet business.

Strong Tenant Relationships. The OP maintains strong tenant relationships with high-fashion, upscale manufacturers and retailers that have a selective presence in the outlet industry, such as Giorgio Armani, ~~Brooks~~Banana Republic, Brooks Brothers, Chanel, Coach ~~Leather~~, ~~Cole-Haan~~ColeHaan, ~~Donna Karan, Gap/Banana Republic,~~ Gucci, ~~Jones New York,~~ Nautica, Polo Ralph Lauren, Tommy Hilfiger and Versace, as well as with national brand-name manufacturers such as Adidas, Carter'’s, Gap, Nike, Phillips-Van Heusen (Bass, Calvin Klein, Izod, Geoffrey Beene, Van Heusen) and Timberland. The OP believes that its ability to draw from both groups is an important factor in providing broad customer appeal and higher tenant sales.

High Quality Property Portfolio. The OP'’s ~~25 Premium~~ domestic Premium ~~centers~~Properties generated weighted average reported tenant sales during ~~2001,~~2003 of $~~379~~399 per square -foot, the highest among the three publicly traded outlet companies. As a result, the OP has been successful in attracting some of the world'’s most sought-after brand-name designers, manufacturers and retailers ~~and~~ and each year has added new names to the outlet business and its centers. The OP believes that the quality of its centers gives it significant advantages in attracting customers and negotiating multi-lease transactions with tenants.

~~Management~~Business ~~Expertise.~~Strategy The OP believes it has a competitive advantage in the manufacturers' outlet business as a result of its experience in the business, long-standing relationships with tenants and expertise in the development and operation of manufacturers' outlet centers. Management developed a number of the earliest and most successful outlet centers in the industry, including Liberty Village Premium Outlets (~~one of the first manufacturers' outlet centers in the U.S.~~continued) in 1981, Woodbury Common Premium Outlets in 1985 and Desert Hills Premium Outlets in 1990. Since the Company's initial public offering in November 1993, the OP has added significantly to its senior management in the areas of development, leasing and property management without increasing general and administrative expenses as a percentage of total revenues; additionally, the OP intends to continue to invest in systems and controls to support the planning, coordination and monitoring of its activities.

Management Expertise. The OP believes it has a competitive advantage in the manufacturers’ outlet business as a result of its experience in the business, long-standing relationships with tenants and expertise in the development and operation of manufacturers’ outlet centers. Management developed a number of the earliest and most successful outlet centers in the industry, including Liberty Village Premium Outlets (one of the first manufacturers’ outlet centers in the U.S.) in 1981, Woodbury Common Premium Outlets in 1985 and Desert Hills Premium Outlets in 1990. Since its IPO, the OP has added significantly to its senior management in the areas of development, leasing and property management without increasing general and administrative expenses as a percentage of total revenues; additionally, the OP intends to continue to invest in systems and controls to support the planning, coordination and monitoring of its activities.

Growth Strategy

The OP seeks growth through increasing rents in its existing centers; developing new centers and expanding existing centers; international development and acquiring and re-developing centers.

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

Developing New Centers and Expanding Existing Centers. The OP believes that there continue to be significant opportunities to develop manufacturers'’ outlet centers across the United States and internationally. ~~The~~ The OP intends to undertake such development selectively, and believes that it ~~will~~ will have a competitive advantage in doing so as a result of its development expertise, tenant relationships and access to capital. The OP expects that the development of new centers and the expansion of existing centers will continue to be a substantial part of its growth strategy. The OP believes that its development experience and strong tenant relationships enable it to determine site viability on a timely and cost-effective basis. However, there can be no assurance that any development or expansion projects will be commenced or completed as scheduled.

International Development. The OP continues to develop, own and operate ~~premium~~Premium ~~outlet~~Outlet centers in Japan through its joint venture company, Chelsea Japan. In ~~2000~~2003, Chelsea Japan ~~developed~~opened ~~its~~the 180,000 square-foot first ~~two~~phase ~~outlet centers,~~of ~~one~~Sano inPremium ~~Gotemba~~Outlets, located ~~outside~~40 miles north of Tokyo, Japan and expanded Gotemba Premium Outlets, by 170,000 square-feet. Gotemba Premium Outlets at 390,000 square feet is the ~~other~~OP’s largest and most productive outlet center in ~~Izumisano~~Japan. The 185,000 square-foot first phase of Tosu Premium ~~outside~~Outlets, ~~Osaka~~located near Fukuoka, Japan is scheduled to open in March 2004. During 2003, the OP commenced construction on the 230,000 square-foot first phase of Punta Norte Premium Outlets, located north of Mexico City. The center is scheduled to open in late 2004 and can support an additional phase containing approximately 165,000 square feet. The OP believes that there are significant ~~opportunities~~ opportunities to develop additional manufacturers'’ outlet centers in Japan, Mexico and other countries. The OP intends to pursue these opportunities as viable sites and local partners are identified.

The OP has minority interests ranging from 5% to 15% in several outlet centers and outlet development projects in Europe. Five outlet centers, containing approximately 900,000 square feet of GLA, including Bicester Village outside of London, England, La Roca Company Stores outside of Barcelona, Spain, Las Rozas Village outside Madrid, Spain, La Vallee near Disneyland Paris and Maasmechelen Village in Belgium are currently open and operated by Value Retail PLC and its affiliates. There is more new center development planned and one new European project is under construction and expected to open in Spring 2003.

Acquiring and Redeveloping Centers. The OP intends to selectively acquire individual properties and portfolios of properties that meet its strategic investment criteria as suitable opportunities arise. The OP believes that its extensive experience in the outlet center business, access to capital markets, familiarity with real estate markets and advanced management systems will allow it to evaluate and execute its acquisition strategy successfully. Furthermore, management believes that the OP will be able to enhance the operation of acquired properties as a result of its strong tenant relationships with both national and upscale fashion retailers and development, marketing and management expertise as a full-service real estate organization. Additionally, the OP may be able to acquire properties on a tax-advantaged basis through the issuance of Operating Partnership units. However, there can be no assurance that any acquisitions will be consummated or, if consummated, will result in an advantageous return on investment for the OP.

Operating Strategy

The OP'’s primary business objective is to enhance the value of of its properties and operations by increasing cash flow. The OP plans to ~~achieve~~ ~~these~~achieve ~~objectives~~this objective through continuing efforts to improve tenant sales and profitability, and to enhance the opportunity for higher base and percentage rents.

Operating Strategy (continued)

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

Market and Site Selection. To ensure a sound long-term customer base, the OP generally seeks to develop sites near densely- populated, high-income metropolitan areas, and/or at or near major tourist destinations. While these areas typically impose numerous restrictions on development and require compliance with complex entitlement and regulatory processes, the OP believes that these areas provide the most attractive long-term demographic characteristics. The OP generally seeks to develop sites that can support at least 400,000 square feet of GLA and that offer the long-term opportunity to dominate their respective markets through a critical mass of tenants.

Marketing. The OP pursues an active, property-specific marketing strategy using a variety of media including newspapers, television, radio, billboards, regional magazines, guide books and direct mailings. The centers are marketed to tour groups, conventions and corporations; additionally, each property participates in joint destination marketing efforts with other area attractions and accommodations. Virtually all consumer -marketing expenses incurred by the OP are reimbursable by tenants.

Property Design and Management. The OP believes that effective property design and management are significant factors in the success of its properties and works continually to maintain or enhance each center'’s physical plant, original architectural theme and high level of on-site services. Each property is designed to be compatible with its environment and is maintained to high standards of aesthetics, ambiance and cleanliness in order to promote longer visits and repeat visits by shoppers. The OP has ~~569~~645 full-time and ~~153~~208 part-time employees. Of these employees, ~~434~~ 502 full-time and ~~149~~208 part-time are involved in on-site maintenance, security, administration and marketing. ~~Centers~~ ~~are~~An ~~generally managed by an~~ on-site property manager generally manages centers with oversight from a regional operations director.

Financing

The OP seeks to maintain a strong, flexible financial position by: (i) maintaining a moderate level of leverage, (ii) extending and sequencing debt maturity dates, (iii) managing floating interest rate exposure and (iv) maintaining liquidity. Management believes these strategies will continue to enable the OP to access a broad array of capital sources, including bank or ~~institutional~~ institutional borrowings, secured and unsecured debt and equity financings. See " “Management's Discussion and Analysis of Financial Condition and Results of Operations." ”

Competition

The Properties compete for retail consumer spending on the basis of the diverse mix of retail merchandising and value oriented pricing. Manufacturers' outlet centers have established a niche capitalizing on consumers'’ desire for value-priced goods. The Properties compete for ~~customer~~ customer spending with other outlet locations, traditional shopping malls, off-price retailers, and other retail distribution channels. The OP believes that the Premium ~~Portfolio~~ Properties generally are the leading manufacturers' outlet centers in each market. The OP carefully considers the degree of existing and planned competition in each proposed market before deciding to build a new center.

Environmental Matters

The OP is not aware of any environmental liabilities relating to the Properties that would have a material impact on the OP's financial position and results of operations.

Personnel

As of December 31, ~~2001~~2003, the OP had ~~569~~645 full-time and ~~153~~208 part-time employees. None of the employees are subject to any collective bargaining agreements, and the OP believes it has good relations with its employees.

Item 2. Properties

~~The~~As ~~OP's Premium Portfolio consists~~ of 27 upscale, fashion-oriented manufacturers' outlet centers located in or near New York City, Los Angeles, Boston, Washington, D.C., San Francisco, Sacramento, Cleveland, Atlanta, Dallas, Portland (Oregon), Tokyo and Osaka, Japan, or at or near tourist destinations including Palm Springs, the Napa Valley, Orlando, and Honolulu. The Premium Portfolio was 98% leased as of December 31, ~~2001 and contained approximately 2~~2003,~~200~~ stores with more than 500 different tenants. The OP's Other Retail Centers were 91% leased as of December 31, 2001 and contained approximately 700 stores with more than 180 different tenants. As of December 31, 2001, the OP had 5760 centers in 2931 states and Japan containing approximately 12 16.61 million square feet of gross leasable area. Of the 5760 centers, 5056 are owned 100% (4550 in fee and ~~five~~6 under a long-term ~~lease); and seven are partially owned through joint ventures (four in fee and three under long-term~~ leases). The OP ~~manages~~ operated all 5557 of its domestic centers and Chelsea Japan ~~Co.,~~managed ~~Ltd., a 40%-owned~~the ~~joint~~three ~~venture, manages the two~~ centers in Japan.

The OP’s Premium Properties consist of 30 upscale, fashion-oriented manufacturers’ outlet centers located in or near New York City, Los Angeles, Chicago, Boston, Washington, D.C., San Francisco, Sacramento, Atlanta, Dallas, Tokyo and Osaka, Japan, or within 20 miles of major tourist destinations including Palm Springs, Napa Valley, Orlando, Las Vegas and Honolulu. The domestic Premium Properties were 99% leased as of December 31, 2003, and contained approximately 2,468 stores with more than 550 different tenants. The OP’s Premium Properties in Japan were 100% leased as of December 31, 2003 and contained 375 stores with approximately 190 different tenants. The OP's Other Properties were 93% leased as of December 31, 2003, and contained approximately 1,110 stores with more than 290 different tenants.

The OP believes the Properties are adequately covered by insurance.

~~Premium~~The ~~Portfolio~~OP does not consider any single store lease to be material; no individual tenant, combining all of its store concepts, accounts for more than 5% of the OP’s gross revenues; and only one tenant occupies more than 5% of the OP’s total domestic GLA at 8%. As a result, and considering the OP’s past success in re-leasing available space, the OP believes the loss of any individual tenant would not have a significant effect on future operations.

~~The~~For OPthe ~~does~~years ~~not~~ended ~~consider~~December ~~any~~31, ~~single~~2003, ~~store~~2002 ~~lease~~and ~~to be material;~~2001, ~~no individual tenant~~respectively, ~~combining all of its store concepts~~13%, ~~accounts~~16% ~~for~~and ~~more than 5~~21% of the OP'’s ~~gross~~total revenues orwere ~~total~~derived ~~GLA;~~from Woodbury ~~and~~Common ~~only~~Premium ~~one~~Outlets. ~~tenant~~The ~~occupies more~~loss ~~than~~of 4%this ofcenter or a material decrease in revenues from the ~~OP's~~center ~~total~~for ~~GLA.~~any Asreason might have a ~~result,~~material ~~and~~adverse ~~considering~~effect on the OP's. ~~past success~~In inaddition, ~~re-leasing~~for ~~available~~the ~~space~~years ended December 31, ~~the~~2003, OP2002 ~~believes~~and ~~the~~2001, respectively, ~~loss~~23%, 25% and 28% of ~~any individual~~the ~~tenant~~OP’s ~~would~~total ~~not~~revenues ~~have~~were aderived ~~significant~~from the ~~effect~~OP’s oncenters ~~future~~in ~~operations~~California.

~~Approximately~~VF ~~22%~~Corporation of(Vanity ~~the~~Fair) ~~OP's~~leases ~~Premium~~approximately ~~Portfolio revenues for the year ended December 31, 2001 and 21~~8%, ~~23% and 24%~~ of the OP'’s total ~~revenues~~domestic ~~for the~~GLA ~~years~~as ~~ended~~of December 31, ~~2001~~2003, ~~2000,~~which ~~and 1999, respectively, were derived~~constitutes from the OP's center with the highest revenues, Woodbury Common Premium Outlets. The loss of this center or a material decrease in revenues from the center for any reason might have a material adverse effect on the OP. In addition, approximately 293% of the OP'’s ~~Premium~~base Portfolio revenues for the year ended December 31, 2001 and 28% of the OP's total revenues for the years ended December 31, 2001, and 2000 and 30% for the year ended December 31, 1999, were derived from the OP's centers in Californiarents.

Woodbury Common Premium Outlets contributed more than 10% of the OP'’s aggregate gross revenues during ~~2001~~2003 and had a book value of more than ~~10%~~ 5% of the total assets ~~of the OP~~ at year-end ~~2001~~2003. No tenant ~~at this center~~ leases more than 105% of the center'’s GLA. The following chart shows certain information for Woodbury Common.

                                                                              Fiscal             Occupancy            Avg. Annual
Fiscal                                      Occupancy             Rent
                Year                                                            Rate             per               Rent sqPer ftSq Ft
              ----                                      ----           -----------     -        -----------------

1997...............................           100.0%               $31.42
1998...............................           100.0                 33.16
                1999...............................                             99.5                 %               $35.61
                2000...............................                           100.0                 %                38.55
                2001...............................                             98.8                 %                38.63
                2002                100.0%                41.23
                2003                100.0%                44.62

Woodbury Common Premium Outlets opened in four phases in 1985, 1993, 1995 and 1998 and contains ~~847~~844,000 square feet of GLA. As of December 31, ~~2001~~2003, the center’s ~~was~~212 ~~leased~~units towere ~~212~~fully ~~tenants~~leased. Woodbury Common is located approximately 50 miles north of New York City at the Harriman exit ofoff the New York State Thruway. The ~~populations~~population within a 30-mile, 60-mile and 100-mile radius is ~~are~~ approximately 2.5 million, 17.3 million and 25.2 million, respectively. Average household income within the 30-mile radius is approximately $83,000.

~~The~~Item ~~following~~2. ~~table~~Properties ~~shows lease expiration data as of December 31, 2001 for Woodbury Common Premium Outlets for the next ten years~~ (~~assuming that none of the tenants exercise renewal options~~continued).

%The offollowing ~~Annual Contractual No.~~table shows lease expiration data as of ~~"CBR"~~ December ~~Base~~31, ~~Rents~~2003 ~~("CBR") Leases Represented~~for ~~by ---------------------------------- Expiring Expiring~~Woodbury ~~Leases Expiration~~Common ~~Year GLA per~~Premium sqOutlets ~~ft Total --------------- -------------- ---------------- ----------------~~for ~~----------- ----------------~~the next ten years (assuming ~~2002~~that none of the tenants exercise renewal options)............................. 67,095 $33.08 $2,220,000 19 7.2 2003............................. 234,469 33.59 7,876,000 59 25.4 2004............................. 35,051 33.12 1,161,000 10 3.7 2005............................. 117,378 36.98 4,341,000 29 14.0 2006............................. 43,020 44.85 1,929,000 17 6.2 2007............................. 32,997 47.00 1,551,000 11 5.0 2008............................. 124,790 38.90 4,855,000 24 15.7 2009............................. 43,801 51.53 2,257,000 16 7.3 2010............................. 32,702 49.34 1,614,000 10 5.2 2011............................. 54,303 46.75 2,539,000 13 8.2

Depreciation on Woodbury Common Premium Outlets is calculated
using                                                                                              Annual
                                       Contractual                         No. the straight line method over the estimated useful life of             "CBR"
                                         Base theRents                        Leases         Represented realby
property  Expiration andYear          GLA     ("CBR") landper improvementssq whichft         Total        Expiring       Expiring ranges from 10 to Leases
  ---------------      ----------  --------------------  -------------   -----------    -------------------
         2004             42,086         $30.12            $1,268,000        11                 3.8%
         2005            109,652          36.13             3,962,000        26                11.9%
         2006             33,768          43.76             1,478,000        14                 4.4%
         2007             55,722          37.94             2,114,000        14                 6.3%
         2008            229,842          36.41             8,369,000        52                25.1%
         2009             52,739          47.84             2,523,000        19                 7.6%
         2010             44,661          40 years. At December 3162             1,814,000        12                 5.4%
2001         2011             79, the Federal tax basis in this center was $124142          41.0 million58             3,291,000        15                 9. 9%
         2012             70,068          51.46             3,606,000        22                10.8%
         2013            109,636          38.67             4,240,000        23                12.7%

~~The~~Depreciation ~~realty tax rate~~ on Woodbury Common Premium Outlets is calculated ~~approximately~~using ~~$5.39~~the ~~per~~straight-line ~~$100~~method over the estimated useful life of ~~assessed~~the ~~value~~real property and land improvements, which ranges from 10 to 40 years. ~~Estimated~~At ~~2002~~December 31, ~~taxes~~2003, ~~are~~the Federal income tax basis in this center was $3116.9 0 million.

~~Other~~The ~~Retail~~real ~~Centers~~estate tax on Woodbury Common Premium Outlets was $4.2 million in 2003 and it is estimated to be $4.7 million in 2004.

~~The~~Set 30forth ~~Other~~in ~~Retail Centers lease approximately 25% of~~ the ~~centers'~~ ~~GLA,~~table orbelow ~~8% of the OP's total GLA to VF Corporation (Vanity Fair). This tenant~~ is ~~also~~certain ~~responsible~~property ~~for~~information ~~approximately 15%~~ as of ~~the~~December ~~annualized revenue derived from Other Retail Centers~~31, ~~which constitutes approximately 3% of the OP's total revenues~~2003. ~~The OP attempts to mitigate the risk of loss from this tenant by attempting to extend lease expiration dates.~~

Set

                                            Opened
                                              or          GLA       No. forthof
Name/Location                              Acquired     (Sq. inFt.)   Stores    Selected theTenants
----------------------------------------   ----------   ----------  --------- table---------------------------------------

Premium belowProperties:

Woodbury isCommon certainPremium propertyOutlets.........     1985         844,000     212     Banana informationRepublic, asBrooks ofBrothers, DecemberCoach,
Central 31Valley, NY (New York City area)                                       Giorgio Armani, Gucci, Neiman Marcus Last
                                                                              Call, Polo Ralph Lauren, Salvatore
                                                                              Ferragamo

Wrentham Village Premium Outlets........     1997         601,000     158     Barneys New York, Burberry, Hugo Boss,
Wrentham, MA (Boston/Providence area)                                         Kenneth Cole, Nike, Polo Ralph Lauren,
                                                                              Sony, Versace

Gilroy Premium Outlets..................     1990         577,000     142     Brooks Brothers, Calvin Klein, Coach, J.
Gilroy, CA (San Jose area)                                                    Crew, Hugo Boss, Nike, Polo Ralph Lauren,
                                                                              Timberland, Tommy Hilfiger, Versace

North Georgia Premium Outlets...........     1996         537,000     132     Coach, Crate & Barrel, Escada, Liz Claiborne,
Dawsonville, GA (Atlanta metro area)                                          Polo Ralph Lauren, Tommy Hilfiger,
                                                                              Williams-Sonoma

Desert Hills Premium Outlets............     1990         499,000     133     Burberry, Coach, Giorgio Armani, Gucci,
Cabazon, CA (Palm Springs-Los Angeles)                                        Max Mara, Polo Ralph Lauren, Salvatore
                                                                              Ferragamo, Versace, Yves Saint Laurent
                                                                              Rive Gauche, Zegna

Lighthouse Place Premium Outlets........     1987         478,000     115     Burberry, Coach, Crate & Barrel, Gap,
Michigan City, IN (Chicago area)                                              Liz Claiborne, Polo Ralph Lauren,
                                                                              Tommy Hilfiger

Leesburg Corner Premium Outlets.........     1998         463,000     103     Barneys New York, Kenneth Cole, Liz
Leesburg, VA (Washington DC area)                                             Claiborne, Nike, Polo Ralph Lauren,
                                                                              Williams-Sonoma

Camarillo Premium Outlets...............     1995         454,000     122     Banana Republic, Barneys New York,
Camarillo, CA (Los Angeles metro area)                                        Coach, Donna Karan, Polo Ralph Lauren,
                                                                              St. John, Versace

Carolina Premium Outlets (2)............     2001         440,000      82     Brooks Brothers, Gap, Liz Claiborne,
Smithfield, NC (Raleigh area)                                                 Nike, Polo Ralph Lauren, Timberland,
                                                                              Tommy Hilfiger

Las Vegas Premium Outlets...............     2003         435,000     123     A|X Armani Exchange, Calvin Klein,
Las Vegas, NV                                                                 Coach, Dolce & Gabbana, Elie Tahari,
                                                                              Polo Ralph Lauren

Albertville Premium Outlets.............     2002         430,000     104     Banana Republic, Calvin Klein, Gap,
Albertville, MN (Minneapolis area)                                            Old Navy, Polo Ralph Lauren, Tommy
                                                                              Hilfiger

Orlando Premium Outlets.................     2000         428,000     115     Barneys New York, Coach, Escada, Giorgio
Orlando, FL (between Sea World & Epcot)                                       Armani, Hugo Boss, Max Mara, Nike, Polo
                                                                              Ralph Lauren

Waterloo Premium Outlets................     1995         392,000      99     Brooks Brothers, Coach, Eddie Bauer, Gap,
Waterloo, NY (Finger Lakes Region)                                            J. Crew, Jones New York, Liz Claiborne,
                                                                              Polo Ralph Lauren

Osage Beach Premium Outlets.............     2002         391,000     104     Brooks Brothers, Coach, Gap, Liz
Osage Beach, MO                                                               Claiborne, Polo Ralph Lauren, Tommy
                                                                              Hilfiger

Gotemba Premium Outlets.................     2000 (1)     390,000     158     Bally, Coach, Diesel, Gap, Gucci, Jill
Gotemba City, Japan (Tokyo metro area)(2)                                     Stuart, L.L. Bean, Nike, Tod's

Allen Premium Outlets...................     2000         349,000      84     Brooks Brothers, Cole-Haan, Crate &
Allen, TX (Dallas metro area)                                                 Barrel, Kenneth Cole, Liz Claiborne,
                                                                              Polo Ralph Lauren, Tommy Hilfiger.

St. Augustine Premium Outlets...........     2002         329,000      93     Brooks Brothers, Casual Corner, Coach,
St. Augustine, FL                                                             Gap, Movado, Reebok, Tommy Bahama

Folsom Premium Outlets..................     1990         299,000      80     Bass, Eddie Bauer, Gap, Kenneth Cole,
Folsom, CA (Sacramento metro area)                                            Liz Claiborne, Nike, Off 5th-Saks Fifth
                                                                              Avenue

Aurora Premium Outlets..................     1987         287,000      65     Ann Taylor, Brooks Brothers, Gap, Liz
Aurora, OH (Cleveland metro area)                                             Claiborne, Nautica, Off 5th-Saks Fifth
                                                                              Avenue, Polo Ralph Lauren, Tommy Hilfiger

Clinton Crossing Premium Outlets........     1996         272,000      66     Barneys New York, Calvin Klein, Coach,
Clinton, CT (I-95/NY-New England                                              Dooney & Bourke, Gap, Kenneth Cole,
Corridor)                                                                     Liz Claiborne, Nike, Polo Ralph Lauren

Rinku Premium Outlets...................     2000(1)      250,000     120     Bally, Brooks Brothers, Coach, Eddie
Izumisano, Japan (Osaka metro area)(2)                                        Bauer, Gap, Nautica, Nike, Timberland,
                                                                              Versace

Waikele Premium Outlets.................     1997         210,000      51     Banana Republic, Barneys New York,
Waipahu, HI (Honolulu area)                                                   Coach, Guess, Kenneth Cole, Max Mara,
                                                                              Polo Ralph Lauren

Petaluma Village Premium Outlets........     1994         196,000      51     Brooks Brothers, Coach, Gap, Jones
Petaluma, CA (San Francisco metro area)                                       New York, Liz Claiborne, Off 5th-Saks
                                                                              Fifth Avenue, Puma

Sano Premium Outlets....................     2003(1)      180,000      97     Bally, Brooks Brothers, Coach, Nautica,
Sano, Japan (Tokyo metro area)(2)                                             New Yorker, Nine West, Timberland

Napa Premium Outlets....................     1994         179,000      51     Barneys New York, J. Crew, Jones New
Napa, CA (Napa Valley)                                                        York, Kenneth Cole, Nautica, Tommy
                                                                              Hilfiger, TSE

Liberty Village Premium Outlets.........     1981         177,000      57     Calvin Klein, Ellen Tracy, Jones
Flemington, NJ (New York-Phila.                                               New York, L.L. Bean, Polo Ralph
metro area)                                                                   Lauren, Tommy Hilfiger, Timberland,
                                                                              Waterford Wedgwood

Columbia Gorge Premium Outlets..........     1991         164,000      45     Adidas, Carter's, Gap, Samsonite,
Troutdale, OR (Portland metro area)                                           Van Heusen

Kittery Premium Outlets ................     1984         150,000      32     Banana Republic, Coach, Crate &
Kittery, ME (Boston area) (2)                                                 Barrel, J. Crew, Polo Ralph Lauren,
                                                                              Reebok, Tumi

Santa Fe Premium Outlets................     1993         125,000      38     Brooks Brothers, Coach, Johnston &
Santa Fe, NM                                                                  Murphy, Jones New York, Liz Claiborne,
                                                                              Nautica, Van Heusen

Patriot Plaza Premium Outlets...........     1986          77,000      11     Lenox, Polo Ralph Lauren, WestPoint
Williamsburg, VA (Norfolk-Richmond                                            Stevens
area)

                                                      -----------   --------
Total Premium Properties (3)............               10,603,000   2,843
                                                      -----------   --------

Other Properties:

Las Vegas Outlet Center.................     2003         477,000     130     Liz Claiborne, Nike, Reebok, Tommy
Las Vegas, NV                                                                 Hilfiger, VF Factory Outlet, Waterford
                                                                              Wedgwood

Factory Stores at Vacaville.............     2001         447,000     104     Adidas, Burberry, Coach, Eddie Bauer,
Vacaville, CA                                                                 Gap, Liz Claiborne, Nike, Polo Ralph
                                                                              Lauren, Reebok

The Crossings Factory Stores............     2003         390,000     108     Ann Taylor, Coach, Liz Claiborne, Polo
Tannersville, PA                                                              Ralph Lauren, Reebok, Tommy Hilfiger

Lakeland Factory Outlet Mall............     2003         319,000      45     Bass, L'eggs Hanes Bali Playtex, Nike,
Lakeland, TN                                                                  VF Factory Outlet, Van Heusen

Edinburgh Outlet Center.................     2002         305,000      72     Coach, Gap, Nautica, Nike, OshKosh
Edinburgh, IN                                                                 B'Gosh, Polo Ralph Lauren, Tommy
                                                                              Hilfiger

Factory Merchants Branson...............     2002         300,000      86     Carter's, Coach, Izod, Nautica,
Branson, MO                                                                   Pfaltzgraff, Reebok, Van Heusen

Jackson Outlet Village..................     2002         292,000      71     Brooks Brothers, Calvin Klein, Gap,
Jackson, NJ                                                                   Nike, Reebok, Timberland, Tommy Hilfiger

The Factory Shoppes at Branson
Meadows(2)..............................     2001         287,000      43     Dress Barn, Easy Spirit, VF Factory Outlet
Branson, MO

Johnson Creek Outlet Center.............     2002         278,000      62     Gap, Lands' End, Nike, Old Navy, Tommy
Johnson Creek, WI                                                             Hilfiger

Factory Stores at North Bend ...........     2001         223,000      50     Adidas, Bass, Carter's, Eddie Bauer, Nike,
North Bend, WA                                                                OshKosh B'Gosh, Samsonite

Factory Stores of America...............     2001         184,000      31     Adidas, Dress Barn, Samsonite, VF Factory
Draper, UT                                                                    Outlet

Factory Stores of America...............     2001         177,000      27     Bass, Carolina Pottery, Dress Barn, Levi's,
Georgetown, KY                                                                Van Heusen

North Ridge Shopping Center.............     2001         166,000      33     Ace Hardware, Kerr Drugs, Winn Dixie
Raleigh, NC

Factory Stores of America ..............     2001         151,000      30     Bass, Liz Claiborne, OshKosh B'Gosh,
Crossville, TN                                                                Reebok, Van Heusen, VF Factory Outlet

MacGregor Village.......................     2001         145,000      45     Spa Health Club, Tuesday Morning
Cary, NC

Factory Stores of America -Tri-Cities...     2001         133,000      16     Carolina Pottery, L'eggs Hanes Bali
Blountville, TN                                                               Playtex, Tri-Cities Cinemas

Factory Stores of America...............     2001         129,000      12     Banister Shoes, VF Factory Outlet,
Tupelo, MS                                                                    Van Heusen

Dare Centre (2).........................     2001         115,000      15     Fashion Bug, Food Lion
Kill Devil Hills, NC

Factory Stores of America...............     2001         112,000      17     Dress Barn, Factory Brand Shoes, VF
Story City, IA                                                                Factory Outlet, Van Heusen

Factory Stores of America (2)...........     2001         112,000      18     Banister Shoes, Paper Factory, VF
Boaz, AL                                                                      Factory Outlet

Factory Stores of America (2)...........     2001         109,000      15     Easy Spirit, VF Factory Outlet,
Iowa, LA                                                                      Van Heusen

Factory Stores of America...............     2001          91,000      10     VF Factory Outlet
West Frankfort, IL

Factory Stores of America...............     2001          90,000      11     Bass, Dress Barn, VF Factory Outlet,
Arcadia, LA                                                                   Van Heusen

Factory Stores of America...............     2001          90,000      10     Bass, Dress Barn, VF Factory Outlet
Nebraska City, NE

Factory Stores of America...............     2001          86,000      13     Dress Barn, VF Factory Outlet
Lebanon, MO

Factory Stores of America...............     2001          84,000      13     Factory Brand Shoes, VF Factory Outlet,
Graceville, FL                                                                Van Heusen

Factory Stores of America...............     2001          64,000       4     Banister Shoes, VF Factory Outlet
Hanson, KY

Factory Stores of America...............     2001          64,000       4     VF Factory Outlet
Hempstead, TX

Factory Stores of America...............     2001          60,000       4     VF Factory Outlet
Union City, TN

Factory Stores of America...............     2001          44,000      11     Levi's, Sportshoe Center, Carter's
Lake George, NY

                                                     ------------   -----
Total Other Properties..................                5,524,000   1,110

   Grand Total..........................               16,127,000   3,953
                                                     ============   =====

                                               Year            GLA       No. of
Name/Location                                  Opened        (Sq. Ft.)   Stores   Tenants
-------------------------------              -----------     ---------  --------  -------------------------------------

Premium Portfolio:
Woodbury Common Premium Outlets...............   1985          847,000      212   Banana Republic, Brooks Brothers,
 Central Valley, NY (New York City area)                                          Coach, Giorgio Armani, Gucci,
                                                                                  Neiman Marcus Last Call, Polo Ralph
                                                                                  Lauren, Salvatore Ferragamo

Wrentham Village Premium Outlets..............   1997          601,000      158   Barneys New York, Donna Karan,
 Wrentham, MA (Boston/Providence area)                                            Hugo Boss, Kenneth Cole, Nike,
                                                                                  Polo Ralph Lauren, Sony, Versace

Gilroy Premium Outlets........................   1990(1)       577,000      141   Brooks Brothers, Coach, J.Crew, Nike,
 Gilroy, CA (40 miles south of San Jose)                                          Polo Ralph Lauren, Timberland, Tommy Hilfiger,
                                                                                  Versace

North Georgia Premium Outlets.................   1996          537,000      132   Coach, Crate & Barrel, Escada, Liz
 Dawsonville, GA (Atlanta metro area)                                             Claiborne, Polo Ralph Lauren, Tommy
                                                                                  Hilfiger, Williams-Sonoma

Lighthouse Place Premium Outlets..............   1987(1)       491,000      122   Burberry, Coach, Crate & Barrel, Gap,
 Michigan City, IN (50 miles east of Chicago)                                     Liz Claiborne, Polo Ralph Lauren,
                                                                                  Tommy Hilfiger

Desert Hills Premium Outlets..................   1990          475,000      122   Burberry, Coach, Giorgio Armani,
 Cabazon, CA (Palm Springs-Los Angeles)                                           Gucci, Max Mara, Polo Ralph Lauren,
                                                                                  Versace, Zegna

Leesburg Corner Premium Outlets...............   1998          463,000      103   Barneys New York, Kenneth Cole, Liz
  Leesburg, VA (Washington DC area)                                               Claiborne,  Nike, Polo Ralph Lauren,
                                                                                  Williams-Sonoma

Camarillo Premium Outlets.....................   1995          454,000      122   Banana Republic, Barneys New York,
 Camarillo, CA (Los Angeles metro area)                                           Coach, Donna Karan, Nautica, Polo
                                                                                  Ralph Lauren, Versace

Orlando Premium Outlets.......................   2000 (2)      428,000      114   Barneys New York, Coach, Escada,
 Orlando, FL (between Sea World & Epcot)                                          Giorgio Armani, Hugo Boss, Max Mara, Nike,
                                                                                  Polo Ralph Lauren

Waterloo Premium Outlets......................   1995 (1)      392,000      100   Brooks Brothers, Coach, Eddie Bauer,
 Waterloo, NY (Finger Lakes Region)                                               Gap, J. Crew, Jones New York, Liz Claiborne,
                                                                                  Mikasa, Polo Ralph Lauren

Allen Premium Outlets.........................   2000          352,000       81   Barneys New York, Brooks Brothers,
 Allen, TX (20 miles north of Dallas)                                             Cole-Haan, Crate & Barrel, Liz Claiborne,
                                                                                  Polo Ralph Lauren, Tommy Hilfiger

Folsom Premium Outlets........................   1990          299,000       80   Bass, Eddie Bauer, Gap, Kenneth Cole,
 Folsom, CA (Sacramento metro area)                                               Liz Claiborne, Nike, Off 5th-Saks Fifth Avenue

Aurora Premium Outlets........................   1987          297,000       67   Brooks Brothers, Gap, Liz Claiborne,
 Aurora, OH (Cleveland metro area)                                                Off 5th-Saks Fifth Avenue, Polo Ralph Lauren,
                                                                                  Tommy Hilfiger

Clinton Crossing Premium Outlets..............   1996          272,000       66   Barneys New York, Coach, Escada, Gap,
 Clinton, CT(I-95/NY-New England corridor)                                        Kenneth Cole, Liz Claiborne, Polo Ralph
                                                                                  Lauren

Gotemba Premium Outlets.......................   2000 (3)      220,000       78   Brooks Brothers, Coach, Eddie Bauer,
 Gotemba, Japan (60 miles west of Tokyo) (4)                                      Gap, J Crew, L.L.Bean, Nautica, Nike,
                                                                                  Timberland

Waikele Premium Outlets.......................   1997          213,000       51   Banana Republic, Barneys New York,
 Waipahu, HI (Honolulu area)                                                      Brooks Brothers, Guess, Kenneth Cole,
                                                                                  Max Mara

Petaluma Village Premium Outlets..............   1994          196,000       51   Brooks Brothers, Coach, Gap, Jones New
 Petaluma, CA (San Francisco metro area)                                          York, Liz Claiborne, Off 5th-Saks Fifth Avenue


Rinku Premium Outlets.........................   2000 (3)      180,000       71   Brooks Brothers, Coach, Dolce & Gabbana,
 Rinku, Japan (30 miles South of Osaka) (4)                                       Eddie Bauer, Gap, Nautica, Nike, Timberland

Napa Premium Outlets..........................   1994          171,000       49   Barneys New York, J. Crew, Jones New York,
 Napa, CA (Napa Valley)                                                           Kenneth Cole, Nautica, Tommy Hilfiger, TSE


Columbia Gorge Premium Outlets................   1991          164,000       45   Adidas, Bass, Carter's, Gap, Mikasa,
 Troutdale, OR (Portland metro area)                                              Samsonite


Liberty Village Premium Outlets...............   1981          154,000       55   Ellen Tracy, Jones New York, Polo Ralph
 Flemington, NJ (New York-Philadelphia metro area)                                Lauren, Tommy Hilfiger, Timberland,
                                                                                  Waterford Wedgwood

American Tin Cannery Premium Outlets..........   1987          135,000       45   Bass, Geoffrey Beene, Nine West, Reebok,
 Pacific Grove, CA (4) (Monterey Peninsula)                                       Samsonite, WestPoint Stevens

Kittery Premium Outlets.......................   1984(1)       131,000       26   Banana Republic, Coach, Crate & Barrel,
 Kittery, ME (60 miles north of Boston) (4)                                       Polo Ralph Lauren, Reebok

Santa Fe Premium Outlets......................   1993          125,000       38   Brooks Brothers, Coach, Donna Karan,
 Santa Fe, NM                                                                     Jones New York, Liz Claiborne, Van Heusen

Patriot Plaza Premium Outlets.................   1986           77,000       11   Lenox, Polo Ralph Lauren, WestPoint Stevens
 Williamsburg, VA  (Norfolk-Richmond area)

St. Helena Premium Outlets....................   1992           23,000        9   Brooks Brothers, Donna Karan, Coach, Escada
 St. Helena, CA (Napa Valley)

Kittery Premium Outlets (II)..................   2001           21,000        5   Factory Brand Shoes
 Kittery, ME (60 miles north of Boston)

Other Retail Centers:
Factory Stores at Vacaville...................   2001          447,000      107   Adidas, Carter's, Eddie Bauer, Gap,
 Vacaville, CA                                                                    Mikasa, Nike, OshKosh B' Gosh, Reebok

Carolina Outlet Center........................   2001          443,000       51   Brooks Brothers, Gap, Liz Claiborne,
 Smithfield, NC (4)                                                               Nike, Polo Ralph Lauren, Tommy Hilfiger

Factory Shoppes at Branson Meadows............   2001          287,000       44   Dress Barn, Easy Spirit, Speigel,
 Branson, MO                                                                      VF Factory Outlet

Factory Stores at North Bend .................   2001          223,000       49   Adidas, Eddie Bauer, Bass, Carters,
 North Bend, WA                                                                   Nike,  Oshkosh B'Gosh, Samsonite

Factory Stores of America.....................   2001          184,000       31   Adidas, Dress Barn, Samsonite,
 Draper, UT                                                                       VF Factory Outlet

Factory Stores of America.....................   2001          177,000       27   Bass, Dress Barn, Levi's, Van Heusen
 Georgetown, KY

Factory Stores of America.....................   2001          176,000       43   Bass, Levi's, Van Heusen, West Point Stevens
 La Marque, TX

Factory Stores of America ....................   2001          167,000       30   Bass, Dress Barn, Fieldcrest Cannon,
 Mesa, AZ                                                                         Samsonite, VF Factory Outlet

North Ridge Shopping Center...................   2001          165,000       33   Ace Hardware, Kerr Drugs, Winn Dixie
 North Ridge, Raleigh, NC

Factory Stores of America ....................   2001          151,000       30   Bass, Corning Revere, Fieldcrest Canon,
 Crossville, TN                                                                   VF Factory Outlet, Van Heusen

Mac Gregor Village............................   2001          142,000       45   Spa Health Club, Tuesday Morning
 Cary, NC

Factory Stores of America.....................   2001          133,000       16   L'eggs/Hanes/ Bali/ Playtex,
 Tri-Cities, TN                                                                   Tri-Cities Cinemas

Factory Stores of America.....................   2001          131,000       18   Bass, Easy Spirit, VF Factory Outlet,
 Iowa, LA (4)                                                                     Van Heusen

Factory Stores of America.....................   2001          129,000       12   Banister Shoes, VF Factory Outlet,
 Tupelo, MS                                                                       Van Heusen

Factory Stores of America.....................   2001          127,000       20   Book Warehouse, Banister Shoes, Samsonite,
 Tucson, AZ                                                                       VF Factory Outlet

Dare Center....................................  2001          115,000       15   Fashion Bug, Food Lion
 Kill Devil, NC (4)

Factory Stores of America......................  2001          112,000       17   Dress Barn, Factory Brand Shoes,
Story City, IA                                                                    VF Factory Outlet, Van Heusen

Factory Stores of America......................  2001          105,000       18   Banister Shoes, Paper Factory, VF
 Boaz, AL (4)                                                                     Factory Outlet

Factory Stores of America......................  2001           91,000       10   VF Factory Outlet
 West Frankfort, IL

Factory Stores of America......................  2001           90,000       11   Bass, Dress Barn, VF Factory Outlet,
 Arcadia, LA                                                                      Van Heusen

Factory Stores of America......................  2001           90,000       10   Bass, Dress Barn, VF Factory Outlet
 Nebraska City, NE

Factory Stores of America.....................   2001           86,000       13   Dress Barn, VF Factory Outlet
 Lebanon, MO

Factory Stores of America.....................   2001           84,000       13   Factory Brand Shoes, VF Factory Outlet,
 Graceville, FL                                                                   Van Heusen

Factory Stores of America.....................   2001           64,000        4   VF Factory Outlet
 Corsicana, TX

Factory Stores of America.....................   2001           64,000        4   Banister Shoes, VF Factory Outlet
 Hanson, KY

Factory Stores of America.....................   2001           64,000        3   VF Factory Outlet
 Hempstead, TX

Factory Stores of America.....................   2001           64,000        4   VF Factory Outlet
 Livingston, TX

Factory Stores of America.....................   2001           64,000        4   VF Factory Outlet
 Mineral Wells, TX

Factory Stores of America.....................   2001           60,000        4   Bass, VF Factory Outlet
 Union City, TN

Factory Stores of America.....................   2001           44,000       11   Levi's, L'eggs/ Hanes/ Bali/ Playtex
 Lake George, NY                                            -----------  ------

   Total......................................              12,574,000    2,851
                                                            ===========  ======

Notes to Property Data:

(1) 49Chelsea Japan properties are 40%-~~interest~~owned through a joint venture with ~~Fortress~~Mitsubishi ~~Registered~~Estate ~~Investment~~Co., ~~Trust~~Ltd. (30% ownership) and Nissho Iwai Corporation (30% ownership).

(2) ~~50%~~Property held under long-~~owned~~term ~~through~~land alease ~~joint~~expiring ~~venture~~as ~~with~~follows: ~~Simon~~Factory ~~Property~~Stores ~~Group~~of America at Boaz, ~~Inc~~January 2007; Kittery Premium Outlets (129,000 sq ft), October 2009; Gotemba Premium Outlets, October 2019; Rinku Premium Outlets, March 2020; Sano Premium Outlets, June 2022; The Shoppes at Branson Meadows, November 2021; Carolina Premium Outlets (87,000 sq ft), January 2029; Dare Centre, September 2058; Factory Stores of America at Iowa, September 2087.

(3) ~~40%-owned~~The ~~through~~OP aterminated ~~joint~~its ~~venture~~American ~~with~~Tin ~~Mitsubishi~~Cannery ~~Estate~~Premium ~~Co.,~~Outlets ~~Ltd.~~long-term ~~and~~lease ~~Nissho Iwai Corporation~~agreement.

(4) Property held under long term land lease expiring as follows: Kittery Premium Outlets, October 2009; Gotemba Premium Outlets, October 2019; Rinku Premium Outlets, March 2020; American Tin Cannery Premium Outlets, December 2004; Factory Stores of America at Smithfield (87,000 sq. ft), January 2029; Factory Stores of America at Iowa, September 2087; Factory Stores of America at Boaz, January 2007; Dare Center, September 2058

The OP rents approximately 36,000 square feet of office space in its headquarters facility in Roseland, New Jersey; approximately 5,600 square feet at Chelsea Interactive's office in Reston, Virginia; 3,500 square feet at its office in New York; and 2,000 square feet at its office in Mission Viejo, California.

Item 3. Legal Proceedings

The OP is not presently involved in any material litigation other than routine litigation arising in the ordinary course of business and that is either expected to be covered by liability insurance or to have no material impact on the OP's financial position and results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

None.

~~PART~~Part II

Item 5. Market for the Registrant'’s Common Stock and Related Security Matters

None.

PART II

Item 6: Selected Financial Data

CPG Partners, L.P. (In thousands except per unit, and number of centers)

                                                                                                                                             Year Ended December 31,
                                                           Operating Data:                                             2003           2002            2001           2000          1999
                                                    --------------  --------------  --------------  ---------------
  Operating Data:                                             2001         2000         1999        1998      1997
  ---------------                                             ----       ---------    ---------   ---------  -------

  Rental revenue...........................................       $145 277,278     028        $125202,824    021       $114142,485    498       $99123,976    525     $81 111,531828
  Total revenues...........................................   206       372,855      179265         278,903     162489        202,618    139882        176,315    113488       158,417636
  Loss on writedown of assets..............................         -            -         694     15,713          -
  Total expenses...........................................   150       260,640      123940         194,876     114958        147,676     98450        121,166     78878       111,262371

  Income from unconsolidated investments ..................            11,006           9,802         15,642        025          6,723                    308          -          -
  Loss from and impairment of Chelsea Interactive ...........................            (2,518)        (47,756)        (5,337)              (2,364)                     -          -          -
  IncomeGain before(loss) minorityon interestsale and
      extraordinaryor itemwrite-down of assets.......             -          10,911            617              -          (694)
Income from continuing operations............................    66,520       60119,386      47813          56,556     25488         65,436     35737         58,155969        46,879

  Minority interest........................................         -            -           -          -       (127Loss)

  Income beforeincome extraordinaryfrom itemdiscontinued operations.........................    66          (980)          1,520       60366            783          1,386      47,556     25,436     35,028417           677

  ExtraordinaryGain item - loss on retirementsale of debtdiscontinued operations...........         5,625               -                          -                         -       (345)      (252)             -

  
Net income...............................................           124,458          57,854         66,520                60,386              47,556     25,091     34,776

  Preferred distribution...................................           (9,184)         (9,270)       (10,036)            (10,036)            (6,137)    (4,188)      (907)

  Net income available to common unitholders...............                $ 115,274        $ 48,584       $ 56,484              $50,350            $41,419    $20,903    $33,869

  Net income per common unit (1)(2):
       General partner (including $0Partner.02 net loss per unit
     for extraordinary item in 1998).......................        .........         $2.83     30           $21.61       09          $21.17      41          $1.11      30         $1.8809
       Limited partner (including $0Partners.02 net loss per unit
     for extraordinary item in 1998).......................        ........         $2.79     30           $21.61       07          $21.16      39          $1.09      30         $1.8708


  Ownership Interest: (2)
  General partnerPartner..........................................    16        42,839       15613          38,940      15245         33,742     15678         31,440     14880        31,605484
  Limited partnersPartners.........................................     3         7,179        3442           6,356       3426          6,389      3358          6,431      3712         6,435778
                                                                                                                 --------     ------  ---   -----------  --------------  ------------ -------------
  Weighted average units outstanding.......................    20        50,018       19055          44,296      19671         40,131     18036         38,871     18592        38,040262

  Balance Sheet Data:
  Rental properties before accumulated depreciation........     $2,072,783     $ 1,837,174      1,127,906           $ 908,344         $ 848,813   $792,726   $708,933
  Total assets.............................................      1,970,414       1,703,030      1,099,308              901,314            806,055    773,352    688,029
  TotalUnsecured liabilities  and mortgage debt.......................     1,211,472       1,030,820        548,538        450,353       355,684
Total liabilities  ...............   ................     1,304,880       1,107,756        624,246              528,752            426,198    450,410    342,106
  Partners' capital........................................          665,534         595,274        475,062              372,562            379,857    322,942    345,923
  Distributions declared per common unit (2) ...................              $32.12        14          $3 1.00       86          $21.88      56          $21.76      50         $21.5844

  Other Data:
  Funds from operations available to common unitholders (1)   ........................     $ 185,095       $ 131,771      $ 108,862             $ 93,556           $ 79,980    $67,994    $57,417
  Cash flows from:
        Operating activities..................................       $ 181,634       $ 128,222      $ 121,723           $ 106,658           $ 87,502    $78,731    $56,594
        Investing activities..................................        (213,603)       (404,178)      (112,551)          (121,479)          (77,490)  (119,807)  (199,250)
        Financing activities..................................            27,894         273,903         (2,604)              23,995            (10,781)    36,169    143,308

  GLA at end of period (23).................................            16,127          14,386         12,574                  8,159                5,216      4,876      4,308
  Weighted average GLA (34).................................             15,249          12,758          9,349                  5,703                4,995      4,614      3,935
  Centers in operation at end of the period................                    60              58             57                        27                      19         19         20
  New centers openeddeveloped.......................................                      2               -                          -              4                        -          1          1
  Centers expanded .........................................                      2               4              1                          3                        4          7          5
  CenterCenters sold and lease terminated..............................................                      3               5              1                          1                        1          -          -
  Centers held for sale....................................                      1               -                          -           1          2                        -             1
  Centers acquired .........................................                     2               7             31                          4                        -          -          1

Notes to Selected Financial Data:

1) Management believes that funds from operations ("FFO") should be considered in conjunction with net income, as presented in the statements of operations included elsewhere herein, to facilitate a clearer understanding of the operating results of the OP. The White Paper on Funds from Operations approved by the Board of Governors of NAREIT in October 1999 defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of properties, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. The OP believes that FFO is helpful to investors as a measure of the performance of an equity REIT because, along with cash flow from operating activities, financing activities and investing activities, it provides investors with an indication of the ability of the OP to incur and service debt, to make capital expenditures and to fund other cash needs. ~~The~~FFO OPfor ~~computes~~the ~~FFO~~year inended ~~accordance~~December ~~with~~31, ~~the~~2002, ~~current~~excludes ~~standards~~the ~~established~~Chelsea byInteractive ~~NAREIT~~impairment ~~which~~loss ~~may~~of ~~not~~$34.4 bemillion. ~~comparable~~Since toall ~~FFO~~companies ~~reported~~do bynot ~~other~~calculate ~~REITs~~FFO ~~that~~in doa ~~not~~similar ~~define~~fashion, the ~~term~~OP's incalculation ~~accordance~~of ~~with~~FFO ~~the~~presented ~~current~~herein ~~NAREIT~~may ~~definition~~not orbe ~~that~~comparable ~~interpret~~to ~~the~~similarly ~~current~~titled ~~NAREIT~~measure ~~definition~~as ~~differently~~reported ~~than~~by ~~the~~other OPcompanies. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of the OP's financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the OP's liquidity, ~~nor~~or is it indicative of funds available to fund the OP's cash needs, including its ability to make cash distributions. ~~See Management's Discussion and Analysis for definition of FFO.~~

2) ~~Includes~~Assumes ~~seven~~that ~~centers~~the ~~containing~~ 2.4-for-1 ~~million~~unit ~~square~~split ~~feet~~on ofMay ~~GLA~~28, in2002 ~~which~~had ~~the~~occurred OPon ~~has~~January a1, ~~joint venture interest~~1999.

3) At December 31, 2003, includes four joint venture centers, ownership share ranging between 40% and 50%, containing a total of 1,255,000 square feet of GLA. ~~weighted~~At byyear-end ~~months~~2002, includes two 40% owned centers containing 470,000 square feet of GLA; at year-end 2001 and 2000 includes seven centers containing 2.4 million square feet of GLA in ~~operation~~which the OP had joint venture interests ranging from 40% to 50%.

4)	GLA weighted by months in operation.

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

The following discussion should be read in connection with the ~~financial~~Financial ~~statements~~Statements and notes thereto appearing elsewhere in this annual report.

Certain comparisons between periods have been made on a percentage or weighted average per square foot basis. The latter technique adjusts for square -footage changes at different times during the year.

Critical Accounting Policies and Estimates

The OP’s discussion and analysis of its financial condition and results of operations are based upon the OP’s consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the OP to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The OP bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The OP believes that the critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Bad Debt

The OP maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its tenants to make required rent payments. If the financial condition of the OP’s tenants were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The OP’s allowance for doubtful accounts included in tenant accounts receivable totaled $1.6 million and $2.6 million at December 31, 2003 and 2002, respectively.

Valuation of Investments

On a periodic basis, the OP’s management team assesses whether there are any indicators that the value of real estate properties, including joint venture properties may be impaired. If the carrying amount of the property is greater than the estimated expected future cash flow (undiscounted and without interest charges) of the asset, impairment has occurred. The OP will then record an impairment loss equal to the difference between the carrying amount and the fair value of the asset. The OP does not believe that the value of any of its rental properties were impaired at December 31, 2003, 2002 and 2001. The OP recorded $34.4 million impairment loss in 2002 on its investment in Chelsea Interactive and a $1.2 million loss in 2001 for an impairment write-down of its investment in an outlet center in Guam.

Purchase Price Allocation

The OP allocates the purchase price of real estate to land, building, tenant improvements and if determined to be material, intangibles, such as the value of above, below and at market leases and origination cost associated with in-place leases. The OP depreciates the amount allocated to building and other intangible assets over their estimated useful lives, which generally range from five to forty years. The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease. The values associated with in-place leases are amortized over the term of the lease. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to contractual expiration date). The OP assesses fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rate and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and market/economic conditions that may affect the property.

General Overview

AtDuring the three-year period ended December 31, ~~2001~~2003, ~~the~~rental revenues OPgrew ~~operated~~from 57$123.5 ~~centers,~~million ~~compared~~ to ~~27 and~~$277.0 19million, atrepresenting ~~the~~an ~~end~~increase of $153.5 ~~2000 and 1999~~million, ~~respectively~~or 124%. ~~Between~~The ~~January~~incremental 1,growth ~~2001~~was ~~and December~~driven 31by expanding seven centers, ~~2001~~acquiring 41 centers, ~~the~~buying OPout ~~added~~partners’ ~~approximately~~interests ~~4.4~~in ~~million~~five centers ~~square~~and ~~feet~~increasing ofrents. ~~GLA~~Growth ~~to its~~was ~~portfolio~~further asenhanced athrough ~~result~~joint venture development of ~~acquiring~~two 30new ~~Other~~Premium ~~Retail~~Outlet ~~Centers~~centers and ~~one~~the ~~Premium Outlet~~expansion ~~Center~~of ~~comprising~~two ~~4.3~~other Premium ~~million~~Outlet ~~square~~centers. ~~feet~~From ofJanuary ~~GLA~~1, ~~and~~2001 ~~expanding~~to ~~one existing~~December ~~wholly-owned~~31, ~~center~~2003, bythe ~~146,000~~number ~~square~~of centers ~~feet.~~more ~~The~~than OPdoubled ~~also~~from ~~sold~~27 ato 3560 centers,~~000 square~~ ~~foot~~while ~~center~~GLA inincreased ~~Mammoth,~~by ~~California~~8.0 million insquare ~~October~~feet ~~2001~~or 97.8%.

~~From~~Base January 1, 1999 to December 31, 2001, the OP grew by increasing rents at its operating centers, opening four new centers, expanding six centers and acquiring thirty-five centers. Increasing rents at operating centers resulted in base and percentage rent ~~revenue~~on ~~growth~~average ofincreased ~~$18~~35.82%, ~~million. The~~or ~~opening of one wholly-owned new center and expansion of six wholly-owned centers increased base and percentage rent revenues by~~ $348.70 million ~~and~~per ~~$13.4 million, respectively, during the three~~ year ~~period ended December 31~~, ~~2001. The~~ ~~acquisition of 31 retail centers (exclusive of the four centers in which the OP acquired a 49% interest) increased base and percentage rent revenues by $9.4 million~~ during the ~~three~~same three-year period ~~ended December 31~~, ~~2001.~~primarily ~~Income~~ from ~~unconsolidated~~ ~~investments aggregated $22.7 million during~~ the ~~three~~acquisitions ~~year~~of ~~period~~domestic ~~ended~~properties ~~December~~that ~~31,~~contributed ~~2001~~aggregate ~~increasing~~incremental ~~from~~revenue ~~$0.3~~of ~~million in 1999 to~~ $1577.68 million ~~in 2001 primarily as a result of opening three new centers developed by joint ventures during 2000~~ and ~~by acquiring a 49% interest in four centers through a~~ ~~joint~~the ~~venture~~buyout ~~in December 2000. The OP operated gross leasable area at December 31, 2001 and 2000~~ of ~~12.6~~partners’ ~~million~~interests ~~square~~that ~~feet~~added ~~and 8~~$42.29 million ~~square feet, respectively, including wholly and partially-owned GLA, compared to 5~~.2 ~~million~~Expansions ~~square~~contributed ~~feet of wholly-owned GLA at December 31, 1999~~$11.3 ~~The 7.7~~ million ~~square feet ("sf") of net GLA added~~ during the three -year period. ~~is detailed as follows:~~

~~Since January 1,~~Income ~~1999 2001 2000 1999 ----------- -------- ---------- --------- Changes~~from inunconsolidated ~~GLA~~investments ~~(sf~~during inthe ~~000's): New centers developed: Allen Premium Outlets............................. 206~~ three- ~~206 -~~year ~~Orlando~~period ~~Premium~~ended ~~Outlets~~December ~~(50%-owned)~~31, ~~.............. 428 - 428 - Gotemba~~2003, ~~Premium~~contributed ~~Outlets (40%-owned)~~ $46.~~............. 220 - 220 - Rinku~~7 ~~Premium~~million, ~~Outlets~~including ~~(40%-owned)~~a $10.~~............... 180 - 180 -~~9 ~~-------- -------- --------- ---------- Total~~million ~~new~~gain ~~centers...................................... 1,034 - 1,034 - Centers~~on ~~expanded: Allen~~sale ~~Premium~~of ~~Outlets............................. 146 146 - - Wrentham~~minority ~~Village.................................. 247 - 127 120 Leesburg~~interests ~~Corner................................... 193 - 138 55 Folsom~~in ~~Premium Outlets~~2002.~~........................... 54 - 54 - North~~ ~~Georgia~~As ~~Premium~~previously ~~Outlets..................... 103 - - 103~~mentioned, ~~Camarillo~~since ~~Premium~~January ~~Outlets......................... 45 - - 45 Other............................................. 20 4 (~~1~~) 17 -------- -------- --------- ---------- Total~~, ~~centers~~2001, ~~expanded................................. 808 150 318 340 Centers~~the ~~acquired: Gilroy~~OP ~~Premium~~with ~~Outlets~~its ~~(49%-owned)................ 577 - 577 - Lighthouse~~joint ~~Place~~venture ~~Premium~~partners, ~~Outlets(49%-owned) 491 - 491 - Waterloo~~developed ~~Premium~~two ~~Outlets (49%-owned).............. 392 - 392 -~~new ~~Kittery~~premium ~~Premium~~centers ~~Outlets~~and ~~I (49%-owned)~~expanded ~~........... 131 - 131 - Kittery~~two ~~Premium~~premium ~~Outlets II (1)~~centers.~~................... 21 21 - - Other~~ ~~Retail~~During ~~Centers (2).......................... 4~~2002,~~279 4,279 - - -------- -------- --------- ---------- Total~~ ~~centers~~the ~~acquired................................. 5,891 4,300 1,591 - Center~~OP ~~sold:~~purchased ~~Mammoth~~the ~~Premium~~remaining ~~Outlet............................ (35) (35) - - -------- -------- --------- ---------- Net~~interest ~~GLA~~from ~~added~~two ~~during~~joint ~~the~~venture ~~period........................ 7,698 4,415 2,943 340 Other~~partners ~~Data: GLA~~and atbecame ~~end~~the ofsole ~~period................................... 12,574 8,159 5,216~~owner ~~Weighted~~of ~~average~~five ~~GLA................................... 9,349 5,703 4,995 Centers~~centers inwhose ~~operation~~operating atresults ~~end~~were offully ~~period.................. 57 27 19 New~~consolidated ~~centers~~since ~~opened..................................... - 4 -~~their ~~Centers expanded~~buyout.~~..................................... 1 3 4 Centers~~ ~~sold.......................................... 1 1 1 Centers acquired...................................... 31 4 -~~

~~(1)~~At ~~Acquired~~December in31, 2003, the ~~September~~OP’s ~~25,~~portfolio ~~2001~~consisted ~~Konover~~of ~~transaction~~60 wholly ~~and~~or ~~formerly~~partially ~~Factory~~owned ~~Stores~~properties containing 16.1 million square feet of ~~America~~GLA. Premium atProperties ~~Kittery~~include 30 centers containing 10.6 million square feet of GLA and 30 Other Properties containing 5.5 million square feet of GLA.

~~(2)~~Details ~~Acquired~~of in the ~~September~~8.0 ~~25,~~million ~~2001~~square ~~Konover~~feet ~~transaction~~of ~~and~~net ~~excludes~~GLA ~~Vegas~~added ~~Pointe~~are ~~Plaza~~as follows: ~~which was repurchased by Konover on December 3, 2001.~~

The

                                                           Since OPJan 1,
                                                                 2001           2003           2002           2001
                                                           ----------------     ----           ----           ----
Changes in GLA (sf in 000's):

New domesticcenters developed:
  Las Vegas Premium Outlets (50% owned) .............             435            435             -              -
  Sano Premium Outlets (40% owned)...................             180            180             -              -
                                                             --------        -------       -------         ------

  Total new centers. ................................             615            615             -              -

Centers expanded:
  Gotemba Premium Outlets (40% owned) ...............             170            170             -              -
  Albertville Premium Outlets........................             125            125             -              -
  Rinku Premium Outlets (40% owned) .................              70              -            70              -
  Desert Hills Premium Outlet........................              23              -            23              -
  Liberty Village Premium Outlets....................              23              -            23              -
  Napa Premium Outlets...............................               9              -             9              -
  Allen Premium Outlets..............................             146              -             -            146
  Other (net) .......................................             (43)           (30)          (17)             4
                                                               ------------------------------------------------------
Total centers expanded. .............................             523            265           108            150

Centers producedacquired:
  Las weightedVegas averageOutlet reportedCenter............................             477            477             -              -
tenant  The salesCrossings ofFactory approximatelyStores.......................             390            390             -              -
  Lakeland $379Factory perOutlet squareMall foot(1) in..................             319            319             -              -
  Osage 2001,Beach $400Premium perOutlets........................             391              -           391              -
  St. squareAugustine footPremium Outlets......................             329              -           329              -
in  Edinburgh 2000Outlet Center............................             305              -           305              -
  Albertville Premium Outlets........................             305              -           305              -
  Factory Merchants Branson. ........................             300              -           300              -
  Jackson Outlet Village.............................             292              -           292              -
  Johnson Creek Outlet Center........................             278              -           278              -
  Kittery Premium Outlets II (excluding2).....................              21              -             -             21
  30 theOther fourProperties 49%(3)............................           4,279              -owned             -          4,279
                                                             --------        -------       -------         ------

Total centers acquired on..............................           7,686          1,186         2,200          4,300

Centers Decemberdisposed:
  American 22,Tin 2000Cannery Premium Outlets (4),...........            (135)          (135)            -              -
and  St. $377Helena perPremium squareOutlets.........................             (23)           (23)            -              -
  Mammoth footPremium inOutlets............................             (35)             -             -            (35)
  Other 1999Properties (5) ..............................            (663)          (167)         (496)             -
                                                             --------        -------       -------         ------
Total Weightedcenters averagedisposed:..............................            (856)          (325)         (496)           (35)

Net salesGLA isadded aduring measurethe ofperiod......................           7,968          1,741         1,812          4,415

Other tenantData:
performance  GLA thatat hasend aof directperiod effect..............................                         16,127        14,386         12,574
  Weighted onaverage baseGLA and..............................                         15,249        12,758          9,349
  Centers percentagein rentsoperation thatat canend beof period..............                             60            58             57
charged  New tocenters tenantsopened. over...............................                              2             -              -
  Centers timeexpanded. .................................                              2             4              1
  Centers acquired ..................................                              3             7             31
  Centers disposed...................................                              3             5              1

~~One~~1) ofAcquired ~~the~~Lakeland ~~OP's~~Factory ~~centers,~~Outlet ~~Woodbury~~Mall ~~Common~~in ~~Premium~~August ~~Outlets, generated~~2003 ~~approximately~~in ~~21%,~~conjunction ~~23%~~with ~~and 24% of~~ the ~~OP's~~Las ~~total~~Vegas ~~revenue~~Outlet ~~for the years 2001, 2000 and 1999 respectively~~Center. InThe ~~addition,~~Lakeland ~~approximately~~property ~~28%~~is ofbeing ~~the~~marketed ~~OP's revenues~~ for ~~the years ended December 31, 2001 and 2000 and 30% for the year ended December 31, 1999, were derived from the OP's centers in California~~sale.

~~The~~2) OPAcquired ~~does~~in ~~not consider any single store lease to be material; no individual tenant, combining all of its store concepts, accounts for more than 5% of~~ the ~~OP's~~September ~~gross revenues. VF Corporation occupied 8% of the OP's total GLA at December 31~~25, 2001 ~~and~~Konover ~~was~~Property ~~the~~Trust ~~only~~acquisition ~~tenant~~transaction ~~that occupied more than 5% of GLA at year end. In view of these statistics~~ and ~~the~~formerly ~~OP's~~Factory ~~past~~Stores ~~success in re-leasing available space, the OP believes that the loss~~ of ~~any~~America ~~individual tenant~~at ~~would not have a significant effect on future operations~~Kittery.

~~The~~3) ~~discussion~~Acquired ~~below~~in isthe ~~based~~September ~~upon~~25, ~~operating~~2001 ~~income~~Konover ~~before~~transaction ~~minority~~and ~~interest. The~~excludes ~~minority~~Vegas ~~interest~~Pointe inPlaza ~~net~~which ~~income~~was ~~varies~~repurchased ~~from~~by ~~period~~Konover toon ~~period~~December as3, ~~a result of changes in Operating Partnership interests~~2001.

~~Comparison~~4) ofIn ~~year~~January ~~ended December 31~~2004, ~~2001~~the toOP ~~year~~terminated ~~ended~~its ~~December~~long-term 31lease agreement, ~~2000~~expiring December 2004.

~~Income~~5) ~~before~~Consists ~~interest, depreciation and amortization increased $30.0 million, or 22.7%, to $162.0 million in 2001 from $132.0 million in 2000. This increase was primarily the result~~ of ~~expansions~~properties ~~and~~acquired ~~new center openings during the latter part of 2000, higher rents on releasing and renewals during 2001, income from unconsolidated investments that commenced operations~~ in the ~~latter part of 2000 and the~~ September 25, 2001 ~~acquisition~~Konover ~~of 31 retail centers~~transaction. These increases were partially offset by the loss from Chelsea Interactive, and increases in interest and operating and maintenance expenses. Income before interest expense increased $18.6 million to $103.4 million in 2001 from $84.8 million in 2000 due to the addition of GLA while stabilizing overhead costs. Base rentals increased $19.1 million, or 17.7%, to $127.2 million in 2001 from $108.1 million in 2000 due to expansions of wholly-owned centers and a new center opening in 2000, higher average rents and the acquisition of the 31 retail centers in September 2001. Base rental revenue per weighted average square foot in the Premium Portfolio increased to $20.39 in 2001 from $20.23 in 2000 as a result of higher rental rates on new leases and renewals.

~~Percentage~~The ~~rents~~OP’s ~~increased~~domestic ~~$0.3~~Premium ~~million,~~Properties orproduced ~~2.0%, to $18.0 million in 2001 from~~weighted ~~$17.7~~average ~~million~~reported intenant ~~2000~~sales ~~primarily due to the acquisition~~ of ~~the~~approximately 31$399 ~~retail centers in 2001. Percentage rents~~ per ~~weighted average~~ square -foot onin ~~the OP's~~2003, ~~wholly-owned~~$383 ~~centers~~per ~~decreased~~square-foot ~~to $2.60~~ in ~~2001~~2002 ~~from~~and $~~3.31~~379 ~~in 2000. The decrease is due to much lower sales~~ per square -foot ~~from the Other Retail Centers acquired~~ in ~~September~~ 2001. ~~The~~Weighted ~~OP's wholly-owned Premium Portfolio's percentage~~average ~~rents~~sales ~~per~~are ~~weighted~~a ~~average~~measure ~~square~~of ~~foot~~tenant ~~decreased~~performance tothat ~~$3.08~~has ina ~~2001~~direct ~~from~~effect ~~$3.31~~on inbase and ~~2000~~percentage ~~due~~rents tothat ~~changes~~can ofbe ~~some~~charged ~~tenants from overage~~ to ~~base~~tenants ~~rents~~over ~~and lower sales~~time.

~~Expense~~Woodbury ~~reimbursements,~~Common ~~representing~~Premium ~~contractual~~Outlets, ~~recoveries~~the ~~from~~OP’s ~~tenants~~largest ofpremium ~~certain~~center ~~common~~located ~~area~~in ~~maintenance,~~Central ~~operating~~Valley, ~~real~~New ~~estate tax~~York, ~~promotional~~generated ~~and management~~approximately ~~expenses~~13%, ~~increased $6.5 million, or 14.6~~16%, ~~to $50.6 million in 2001~~ ~~from~~and ~~$44.1~~21% ~~million~~of ~~in 2000, due to~~ the ~~recovery~~OP’s oftotal ~~operating~~revenue ~~and~~for ~~maintenance costs from increased GLA. Excluding~~ the 31years ~~retail~~ended ~~centers~~2003, ~~acquired~~2002 inand 2001, ~~on a~~ ~~weighted~~respectively. ~~average~~In ~~square~~addition, ~~foot~~approximately ~~basis~~23%, ~~expense~~25% ~~reimbursements~~and ~~increased 0.7~~28% ~~to $8.32 in 2001 from $8.26 in 2000. The average recovery~~ of ~~reimbursable~~the ~~expenses~~OP’s revenues for ~~the~~fiscal ~~wholly-owned~~years ~~Premium~~2003, ~~Portfolio~~2002 ~~was~~and ~~90.8% in~~ 2001, ~~compared~~resulted tofrom ~~90.0% in 2000. The average recovery of reimbursable expense for~~ the ~~Other Retail Centers~~OP’s ~~was~~centers ~~51.1%~~located in ~~2001~~California.

~~Other~~The ~~income~~OP ~~increased~~does ~~$1.0~~not ~~million~~consider any single store lease to ~~$11.0~~be ~~million~~material; no inindividual ~~2001~~tenant, ~~from~~combining ~~$10.0~~all ~~million~~of its store concepts, accounts for more inthan ~~2000~~5% of the OP’s gross revenues. ~~The~~VF ~~increase~~Corporation occupied 8% of the OP’s total domestic GLA at December 31, 2003, and was ~~due~~the toonly ~~increased~~tenant ~~interest~~that occupied more than 5% of GLA at year-end. In view of these results and ~~ancillary~~the OP’s ~~income~~past success in re-leasing available space, the OP believes that the ~~partially~~loss ~~offset~~of byany ~~lower~~individual ~~pad~~tenant ~~sale~~would ~~gains~~not inhave ~~2001~~a ~~versus~~significant ~~2000~~effect on future operations.

~~Operating~~Comparison ~~and~~of ~~maintenance~~year ~~expenses~~ended ~~increased~~December ~~$8.8 million~~31, or2003 ~~18.0%,~~ to ~~$57.8 million~~year inended ~~2001~~December ~~from $49.0 million in 2000. The increase was primarily due to costs related to increased GLA and the acquisition of the~~ 31 ~~new retail centers. Excluding the 31 retail centers acquired in 2001~~, ~~on a weighted average square foot basis, operating and maintenance expenses decreased to $9~~2002.~~16 in 2001 from $9.17 in 2000.~~

~~Depreciation~~Income ~~and~~from ~~amortization~~continuing ~~expense~~operations ~~increased~~was $5119.68 million, toan increase of $4863.63 million, ~~in 2001~~or 112.1%, from $4356.05 million in ~~2000~~2002. The increase resulted ~~was~~primarily ~~due~~from tothe ~~depreciation~~acquisitions of seven centers in 2002 and three ~~expansions~~centers in 2003, the buyout of ~~wholly-owned~~ownership ~~and~~interests ~~new~~in five centers ~~opened~~ in ~~2000~~2002 previously reported as unconsolidated investments, higher rents from releasing and renewals, and a decrease in the ~~acquisition~~loss from Chelsea Interactive. These increases to income were largely offset by the 2002 gain of $10.9 million, which reflects the 31sale ~~retail~~of ~~centers~~a portion of the OP’s interest in ~~September~~Value ~~2001~~Retail in 2002 and higher operating and maintenance, general and administrative, interest and other expenses due to the expansion of the portfolio.

~~General~~Base ~~and~~rentals ~~administrative~~increased ~~expenses~~$69.6 ~~were~~million, or 39.0%, to $4247.69 million ~~and~~in 2003 from $4178.83 million in ~~2001~~2002 due to the acquisitions of ten centers, the buyout of partnership interests in five centers, higher average rents on releasing and ~~2000~~renewals, and the expansion of two wholly-owned centers ~~respectively~~in late 2002. Base rental revenue per weighted average square-foot in the Premium Properties increased to $22.57 from $21.30 a year earlier.

~~Other~~Percentage ~~expenses~~rents ~~were~~rose $25.84 million, ~~and~~or 22.8%, to $229.71 million in ~~2001~~2003 ~~and~~from ~~2000, respectively~~$23.7 ~~Increased~~million ~~2001~~in ~~bad~~2002, ~~debt~~primarily ~~and~~due ~~legal~~to ~~expenses~~improved ~~were~~tenant ~~greater~~sales, ~~than~~ the ~~non-recurring~~acquisition ~~write-off~~ of ~~development~~ten ~~costs~~centers ~~related~~and tothe ~~inactive~~buyout ~~projects~~of ownership interests in five centers ~~2000~~in 2002.

~~Income~~Expense reimbursements, representing contractual recoveries from tenants ~~unconsolidated~~of ~~investments~~certain common area maintenance, operating, real estate tax and promotional and management expenses, increased $821.96 million, or 33.3% to $1586.~~6 million~~5 million in ~~2001~~2003 from $664.79 million in ~~2000.~~2002, ~~This~~due ~~resulted~~to the recovery of operating and maintenance costs from ~~full~~increased ~~years~~GLA. ~~results~~In 2003, the average recovery of ~~equity-~~reimbursable expenses for the Premium Properties was 88.4% compared with 90.6% in~~-earnings~~ ~~and~~2002. ~~fees~~The ~~earned~~average ~~from~~recovery ~~joint~~of ~~venture~~reimbursable ~~investments~~expenses ~~that~~for ~~were~~the Other Retail ~~opened~~centers orimproved ~~acquired~~to 72.0% in 2003, compared with 52.6% in the ~~latter~~previous ~~part~~year. The increase from Other Retail centers was a result of ~~2000~~better recovery of expenses at centers acquired in 2002.

~~The~~Other ~~loss~~income ~~from~~decreased ~~Chelsea~~$2.9 ~~Interactive~~million ~~was~~or 24.6% to $58.37 million in 2003, ~~2001~~from ~~and~~ $211.46 million in ~~2000~~ 2002. The ~~increase~~decrease was primarily due to athe expiration ~~full~~of ~~year~~the non-compete agreement which included income recognition of $5.1 ~~operations~~million in ~~2001~~2002, ~~versus~~and adecreased ~~partial~~interest income from lower interest rates, ~~year~~partially offset by increased ancillary operating income and the sale of two outparcels in ~~2000~~2003.

~~Interest,~~Operating inand ~~excess~~maintenance ofexpenses ~~amounts capitalized,~~ increased $1225.41 million, or 32.2%, to $36103.9 0 million in ~~2001~~2003 from $2477.59 million in ~~2000,~~2002 primarily due to costs ~~higher~~related ~~debt~~to ~~balances~~increased ~~from~~GLA and the buyouts of ownership interests in five ~~acquisitions~~centers during 2002. On a weighted average square-foot basis, Premium Properties operating and ~~lower~~maintenance ~~construction~~expenses ~~activity~~increased to $9.26 in ~~2001~~2003 from $9.21 in 2002 primarily due to increased snow removal costs.

~~Comparison~~Depreciation ofand ~~year~~amortization ~~ended~~expense ~~December~~was 31up $13.9 million, ~~2000~~or 24.5%, to ~~year~~$70.8 ~~ended~~million ~~December~~in ~~31,~~2003 ~~1999~~from $56.9 million in 2002 due to increased depreciation from the acquisition of the ten centers and the buyouts of ownership interests during 2002.

~~Income~~General ~~before interest, depreciation~~ and ~~amortization~~administrative ~~increased~~expense grew $195.83 million, or 1775.72%, to $~~132~~12.04 million in ~~2000~~2003 from $~~112~~7.21 million in ~~1999~~2002. ~~This~~Approximately ~~increase~~$1.5 million ~~was~~of ~~primarily~~ the ~~result~~increase ofis ~~expansions~~a ~~and~~one-time ~~new~~charge ~~center~~due ~~openings,~~to ~~higher~~timing ~~rents~~of ~~on releasing~~recognition ~~and~~of ~~renewals during 2000 and 1999 and income from unconsolidated~~deferred ~~investments~~compensation ~~that~~expense ~~commenced~~required ~~operations~~under inFIN ~~the latter part of 2000~~28. ~~These increases~~The ~~were~~balance ~~partially~~was ~~offset~~due byto ~~the loss from Chelsea Interactive and~~increased ~~increases~~cost infor ~~operating~~corporate ~~and maintenance expenses. Income from operations increased $8.8 million~~governance, ~~or 18.5%~~compensation, toincluding ~~$56.0~~deferred ~~million in 2000 from $47.2 million in~~compensation ~~1999.~~accrual, ~~Increased~~benefits ~~revenues from expansions of wholly-owned centers~~ and ~~new~~professional ~~center openings in 2000 and 1999 were offset by increases in operating and maintenance expenses and depreciation expense due to the expansions and new center openings~~fees.

~~Base~~Other ~~rentals~~expenses increased $91.30 million, or 925.38%, to $~~108~~5.10 million in ~~2000~~2003 from $984.80 million in ~~1999~~2002 due to ~~expansions~~ground ofleases ~~wholly-owned~~assumed ~~centers,~~with athe acquisition of new ~~center opening~~centers, inlegal ~~2000~~expenses and ~~higher average rents. Base rental revenue per weighted average square foot~~ increased tobad ~~$20.23~~debt ~~in 2000 from $19~~expense.~~79 in 1999 as a result of higher rental rates on new leases and renewals.~~

~~Percentage~~Income ~~rents~~from ~~increased~~unconsolidated investments was up $21.02 million, or 13 12.13%, to $1711.70 million in ~~2000~~2003 from $159.78 million in ~~1999.~~2002 ~~The~~due ~~increase~~to ~~was~~higher ~~primarily~~earnings from ~~due~~Chelsea toJapan ~~increased~~and ~~tenant~~Las ~~sales~~Vegas Premium Outlets, which opened in August 2003 ~~and~~partially aoffset ~~higher~~by ~~number~~the buyouts of ~~tenants~~ownership ~~contributing~~interests ~~percentage~~in ~~rents~~five centers in 2002 that required full consolidation of the operating results from the buyout date.

~~Expense~~The ~~reimbursements,~~operating ~~representing~~loss ~~contractual recoveries~~ from ~~tenants~~Chelsea ~~of certain~~Interactive ~~common~~decreased ~~area maintenance, operating, real estate tax, promotional and management expenses, increased~~ $445.4 3 million, or 1194.07%, to $442.15 million in ~~2000~~ 2003 from $3947.78 million in ~~1999,~~2002 due to the write-off ~~recovery~~ of ~~operating~~the ~~and~~OP’s ~~maintenance costs~~investment ~~from~~at ~~increased~~December ~~GLA. On a weighted average square foot basis~~31, ~~expense reimbursements increased 3~~2002.8% toThe ~~$8.26~~OP inrecorded ~~2000 from $7.96 in 1999. The average~~an ~~recovery~~impairment loss of ~~reimbursable expenses was 90~~$34.0%4 inmillion ~~2000~~at ~~compared~~fiscal toyear-end 902002.8% ~~in 1999.~~

~~Other~~Interest ~~income~~expense increased $120.6 million, or 41.9%, to $1069.0 8 million in ~~2000~~2003, from $849.42 million in ~~1999.~~2002 ~~The increase was~~ due to ~~pad~~higher ~~sale~~debt ~~gains~~that infinanced acquisitions ~~2000~~ and ~~increased~~buyouts ~~interest and~~of ~~ancillary~~partners’ ~~income~~interests.

~~Operating~~Gain ~~and~~on ~~maintenance~~sale ~~expenses~~of ~~increased~~unconsolidated ~~$5.2~~investments ~~million,~~of ~~or 11~~$10.9%, ~~to $49.0~~ million in 2002 ~~2000~~resulted from ~~$43.8~~the ~~million~~sale inof ~~1999.~~approximately ~~The~~40% ~~increase~~of ~~was~~the ~~primarily~~OP’s ~~due to~~partial ~~costs~~interest ~~related to increased GLA. On a weighted average square foot basis, operating and maintenance expenses increased 4.7% to $9.17~~ in ~~2000~~Value ~~from~~Retail $8PLC.76 ~~in 1999 as a result of increased maintenance costs and real estate taxes.~~

~~Depreciation~~Gain ~~and~~on ~~amortization~~sale ~~expense~~of ~~increased~~discontinued ~~$3.3~~operations ~~million~~of to $435.06 million in, ~~2000~~primarily ~~from~~reflects ~~$39.7~~the ~~million~~sale ~~in 1999. The increase was due to depreciation~~ of ~~expansions~~ oftwo ~~wholly-owned and new~~ centers ~~opened~~ in ~~2000 and 1999~~2003.

~~General~~Comparison ~~and~~of ~~administrative~~year ~~expenses~~ended ~~were~~December ~~$4.8~~31, ~~million~~2002 into ~~2000~~year ~~and 1999 due to~~ended ~~stabilized~~December ~~overhead~~31, ~~costs~~2001.

~~Other~~Income ~~expenses~~from ~~increased~~continuing operations was $056.65 million toin 2002, representing a decrease of $9.2 million, or 14.1%, from $65.7 million in ~~2000~~2001. This decrease was primarily the result of an operating loss and impairment loss from Chelsea Interactive of $247.18 million in 2002 compared with an operating loss of $5.3 million in ~~1999~~2001. ~~The~~These ~~increase~~losses ~~was~~were ~~primarily~~substantially ~~due~~offset toby the acquisition ~~write-off~~of 31 centers in September 2001, the buyout and consolidation of five ~~development~~centers ~~costs~~previously held as unconsolidated investments, the acquisition of ~~related~~seven centers and higher rents on releasing and renewals. Income before interest expense increased $2.7 million to ~~inactive~~$105.7 ~~projects~~million in ~~2000~~2002 from $103.0 million in 2001 due to additional GLA, a gain resulting from the partial sale of an unconsolidated investment, substantially offset by the impairment loss from Chelsea Interactive.

~~The~~Base ~~loss~~rents onincreased ~~write~~$53.7 ~~down~~million, ofor ~~assets~~43.0%, ofto $0178.73 million in ~~1999~~2002 ~~was~~from ~~attributable~~$124.6 million in 2001 due to the acquisition of 38 centers; the ~~re-valuation~~buyouts of ownership interests in five centers in 2002; and higher average rents as a ~~center~~result ~~held~~of ~~for~~higher ~~sale~~rental atrates ~~its~~on ~~estimated~~new ~~fair~~leases ~~value~~and renewals. Base rental revenue per weighted average square-foot in the Premium Properties increased to $21.30 in 2002 from $20.39 in 2001.

~~Income~~Percentage ~~from~~rents ~~unconsolidated investments~~ increased $65.48 million, toor $632.79%, ~~million~~to ~~in 2000 from~~ $023.3 7 million in ~~1999.~~2002 ~~This resulted~~ from ~~equity-in-earnings and fees totaling~~ $417.49 million ~~earned from Orlando Premium Outlets, a 50%-joint venture center that opened~~ in ~~May~~2001 ~~2000;~~primarily ~~Gotemba~~due ~~Premium~~to ~~Outlets~~higher ~~and~~tenant ~~Rinku Premium Outlets~~sales, ~~two 40%-joint venture centers that opened in July 2000 and November~~ ~~2000,~~the ~~respectively;~~acquisition ~~and~~of tothe a38 ~~lesser extent from four 49%-joint venture~~ centers ~~that~~ ~~were~~and ~~acquired~~the inbuyouts ~~December~~of ~~2000.~~ownership ~~Other~~interests ~~items~~ in ~~2000 include a gain from an~~five ~~Orlando pad sale of $1.1 million and opening consulting fees from the two~~ centers induring ~~Japan of $1~~2002.3 ~~million.~~

~~The~~Expense ~~loss~~reimbursements, representing contractual recoveries from tenants ~~Chelsea~~of ~~Interactive~~certain incommon ~~2000~~area ofmaintenance, operating, real estate tax, promotional and management expenses, increased $215.4 million, ~~was~~or ~~related~~31.1%, to $64.9 ~~depreciation,~~million ~~selling,~~in ~~general,~~2002 ~~administrative~~from ~~and~~$49.5 million in 2001 due to the recovery of operating and maintenance costs from increased GLA. The average recovery of reimbursable expenses, ~~offset~~for the Premium Properties was 90.6% for 2002 and 2001. The average byrecovery ~~nominal~~of ~~revenue~~reimbursable expenses for the Other Properties improved to 52.6% in 2002 compared with 51.1% in 2001.

~~Interest,~~Other inincome ~~excess of amounts capitalized,~~ increased $0.37 million, or 6.5%, to $2411.~~5 million~~6 million in ~~2000~~2002 from $2410.29 million in ~~1999,~~2001 primarily due to ~~higher~~increased ~~interest~~ancillary operating ~~rates~~income from the acquisition of the 38 centers; the buyouts of ownership interests in ~~2000~~five centers in 2002; and gains from sale of five Other ~~that~~Properties ~~were~~and an outparcel during 2002, partially offset by ~~higher~~decreased ~~average~~interest income ~~debt~~from ~~balances~~lower ininterest ~~1999~~rates.

Operating and maintenance expenses increased $21.6 million, or 38.4%, to $77.9 million in 2002 from $56.3 million in 2001 primarily due to costs related to increased GLA and the buyouts of ownership interests in five centers during 2002. On a weighted average square-foot basis, Premium Properties operating and maintenance expenses increased to $9.21 in 2002 from $9.16 in 2001.

Depreciation and amortization expense increased $10.1 million, or 21.6%, to $56.9 million in 2002 from $46.8 million in 2001 due to additional depreciation from the acquisition of the 38 retail centers, the buyouts of ownership interests in five centers in 2002 and expansions.

General and administrative expense increased $2.5 million, or 53.1%, to $7.1 million in 2002 from $4.6 million in 2001 primarily due to increased professional fees, head count and deferred compensation accrual.

Other expenses increased $1.5 million, or 56.3%, to $4.0 million in 2002 from $2.5 million in 2001 due to ground leases assumed with the acquisition of new centers, legal expenses and increased bad debts.

Income from unconsolidated investments decreased $5.2 million, or 34.8%, to $9.8 million in 2002 from $15.0 million in 2001 due to buyouts of ownership interests in five centers that required that operations of these centers be fully consolidated from the buyout date, partially offset by higher earnings from Chelsea Japan.

The loss from Chelsea Interactive operations increased $8.1 million, or 150.8%, to $13.4 million in 2002 from $5.3 million in 2001. The increase was due to increased operating payroll, general and administrative, depreciation and amortization expense and lack of third party participation in the losses. The OP also recorded an impairment loss of $34.4 million as of December 31, 2002.

Gain on sale of unconsolidated investments of $10.9 million in 2002 resulted from the sale of approximately 40% of the OP’s partial interest in Value Retail. The 2001 gain on sale of $0.6 million was also from the sale of a partial interest in Value Retail offset by the write-off of the OP’s investment in Guam.

Interest in excess of amounts capitalized increased $11.9 million, or 32.0%, to $49.2 million in 2002 from $37.3 million in 2001, primarily due to higher debt from acquisitions and joint venture buyouts, partially offset by lower interest rates.

Liquidity and Capital Resources

The OP believes it has adequate financial resources to fund operating expenses, distributions, and planned development, construction and acquisition activities over the short term, which is less than 12 months and the long term, which is 12 months or more. Operating cash flow for the year ended December 31, ~~2001~~2003 of $~~121~~181.76 million is expected to increase ~~with~~from ~~a full year of operations of the 4~~1.~~4 million~~7 million square feet of GLA added during ~~2001~~2003, ~~and~~including ~~scheduled~~a ~~openings~~full year of ~~approximately~~ ~~127,000~~operations ~~square~~from the ~~feet~~two injoint ~~2002,~~venture ~~representing~~openings ~~additional~~and ~~phases~~the acquisition of three ~~existing~~ centers ~~(57,000~~as ~~square~~well ~~feet)~~as scheduled openings and ~~Rinku~~expansions ~~Premium~~of ~~Outlets~~approximately ~~(70,000~~ 0.9 million square feet) of new GLA in 2004. As of December 31, ~~2001~~2003, the OP has ~~adequate~~a ~~funding~~commitment ~~sources~~of to$30.0 ~~complete~~million ~~and~~for ~~open~~active ~~all~~domestic ~~current~~ development projects,. ~~including~~The ~~those~~OP ofhas ~~its~~adequate funding ~~e-commerce~~sources ~~affiliate,~~to ~~Chelsea~~complete ~~Interactive,~~these ~~Inc.~~projects ~~This~~from ~~will be accomplished with~~ available cash, ofcredit ~~$24.6~~facilities ~~million~~ and ~~$160 million available under the senior~~ ~~unsecured~~secured ~~bank~~construction ~~line of credit (the "Senior Credit Facility")~~financing. The OP also has ~~the~~ ~~ability~~access to ~~access~~ the public markets through ~~the~~its ~~Company's~~ $~~450~~800 million debt ~~shelf~~ ~~registration~~ and ~~its~~the Company’s $~~185~~750 million equity shelf registrations ~~registration~~for funding or refinancing requirements.

Operating cash flow is expected to provide sufficient funds for dividends and distributions in accordance with the Company'’s REIT federal income tax requirements. In addition, the OP anticipates retaining sufficient operating cash to fund re-tenanting and lease renewal tenant improvement costs, as well as capital expenditures to maintain the quality of its centers, ~~and~~ meet funding requirements ~~for~~of Chelsea Interactive and partially fund development projects.

Common distributions declared and recorded in ~~2001~~2003 were $62107.8 million, or $32.12 14 per share or unit. The OP'’s dividend payout ratio as a percentage of net income before gain or loss on sale or writedown of assets and depreciation and amortization (~~exclusive~~reduced ofby amortization of deferred ~~financing~~ financing costs, depreciation of non-real estate assets and preferred dividends ("“FFO"”)) was 5758.72%. The OP’s senior unsecured bank line of credit (“Senior Credit Facility”) limits aggregate dividends and distributions to the lesser of (i) 90% of FFO on an annual basis or (ii) 100% of FFO for any two consecutive quarters.

The OP'’s ratio of earnings-to-fixed charges for each of the three years ended December 31, ~~2001~~2003, ~~2000~~2002, and ~~1999~~2001 was 2.65, 2.64 and 2.56, respectively. For purposes of computing the ratio, earnings consist of income from continuing operations after depreciation and ~~before~~ fixed charges, exclusive of ~~interest~~ interest capitalized and amortization of loan costs capitalized and impairment losses. Fixed charges consist of interest expense, including interest costs capitalized, the portion of rent expense representative of interest and total amortization of debt issuance costs expensed and capitalized.

The OP’s ~~has a~~ $~~160~~200.0 million Senior Credit Facility ~~and~~expires ~~has an annual right to~~in ~~request~~March a2005 ~~one-year~~(unless ~~extension that may be granted at the option of the lenders. The Senior Credit Facility was~~ extended until March 302006), ~~2004. The Senior Credit Facility~~ bears interest on the outstanding balance, ~~payable monthly,~~ at aan annual rate equal to the London Interbank Offered Rate ("“LIBOR"”) plus 10.0595% (42.2109% at December 31, ~~2001~~2003) or the prime rate, at the OP'’s option, and has an annual facility fee of 0.125%. The LIBOR rate spread ranges from 0.85% to 1.2550% depending on the OP'’s Senior Debt rating. AThe ~~fee~~OP ~~on the~~received ~~unused~~a ~~portion~~debt ofrating ~~the~~upgrade ~~Senior~~in ~~Credit~~July ~~Facility~~2003, isresulting ~~payable~~in ~~quarterly~~a reduction atof ~~rates ranging~~the ~~from~~LIBOR ~~0.15%~~rate spread to 0.2595% ~~depending~~from ~~on the balance outstanding~~1.05%. At December 31, ~~2001~~2003, ~~the entire~~ $~~160~~99.0 million ofwas outstanding under the Senior Credit Facility ~~was available~~.

During 2003, the ~~year~~OP ~~ended~~completed ~~December~~two 31acquisition transactions valued at approximately $219.0 million. On June 12, ~~2001~~2003, the OP ~~acquired~~purchased 31The Crossings ~~retail~~Factory ~~centers~~Stores, ~~completed~~ a ~~new~~390,000 ~~unsecured~~square-foot ~~debt~~outlet ~~financing~~center ~~transaction~~located ~~totaling~~in Tannersville, ~~$150 million~~Pennsylvania, ~~and repaid~~for $~~100~~111.3 million, ~~unsecured~~including ~~term~~closing ~~notes~~costs and the assumption of a $6560.27 million 5.85% mortgage loan ~~assumed in~~due ~~the Konover acquisition~~2013. ~~The~~In ~~OP's~~conjunction ~~balance sheet was significantly enhanced by~~with ~~two~~The ~~common~~Crossings ~~stock~~Factory ~~offerings~~Stores ~~in 2001 by the Company~~acquisition, the ~~first~~OP incompleted ~~August~~an ~~and~~offering ~~the second~~of ~~in October that aggregated 2~~1.5 2 million ~~new~~shares of common ~~shares~~stock ~~and~~at ~~net~~a ~~proceeds~~ price of $~~110~~42.10 ~~million~~per share. ~~These~~Net proceeds after ~~plus~~expenses ~~cash~~of on$49.4 ~~hand~~million were ~~more~~used ~~than sufficient~~ to fund ~~the~~substantially ~~closing of~~ the ~~Konover~~entire ~~transaction and pay-off the assumed $65.2~~cash ~~million~~portion ~~mortgage~~of ~~loan, which~~ the ~~OP was obligated to pre-pay in December 2001~~acquisition.

InOn ~~February~~August ~~2002~~1, 2003, the ~~Company~~OP ~~redeemed~~acquired ~~and~~Las ~~retired~~Vegas ~~136~~Outlet Center,~~500~~ ~~shares~~a 477,000 square-foot outlet center in Las Vegas, Nevada, for $104.0 million including the assumption of a $24.4 million 8.~~375~~12% mortgage loan due 2012. As ~~Series~~part Aof ~~Cumulative~~the ~~Redeemable~~transaction, ~~Preferred~~the ~~Stock~~OP atalso acquired Lakeland Factory Outlet Mall, a 319,000 square-foot outlet center near Memphis, Tennessee for an additional $473.5 million. ~~per~~The ~~share~~Lakeland ~~using~~property ~~available~~is being marketed for sale. The approximately $84.0 million cash portion of the overall transaction was financed with a $6100.40 million one-year term loan facility at an annual interest rate of LIBOR plus 0.80% (1.96% at December 31, 2003) that is due on July 31, 2004 and extendible for six months until January 31, 2005 at the OP’s option. The LIBOR rate spread ranges from 0.70% to 1.35% depending on the OP’s Senior Debt rating. Surplus proceeds from the financing of approximately $16.0 million were used for general corporate purposes.

InA ~~January~~summary ~~2001,~~of the OP’s ~~completed~~contractual aobligations ~~$150 million offering of 8.25% Senior unsecured term notes due February 2011~~ (~~the~~at ~~"8.25% Notes"~~par). ~~The 8.25% Notes were~~as ~~priced to yield 8.396% to investors. Net proceeds from the offering were used to repay $100 million~~ of ~~7.75%~~December ~~unsecured notes due January 26~~31, ~~2001~~2003, tois ~~repay~~as ~~all borrowings~~follows ~~outstanding~~(in ~~under~~thousands): ~~the OP's Senior Credit Facility and for general corporate purposes. The OP utilized $150 million of its $600 million debt shelf registration for this offering.~~

Development

                                                         Less activitythan           1 forto real3           3 estateto operations5        More asthan
                                         Total            1 ofYear             Years            Years          5 December 31, 2001 includesYears
additional                                     --------------    --------------    --------------    ------------    -------------
Unsecured phasesbank ofdebt                    $ three existing centers204, totaling 57035        $100,000 square feet           $104,035           $    -           $    -
scheduledUnsecured to open in midnotes                          625,000               -2002             50, and the 70000          125,000 square foot second phase of Rinku          450,000
PremiumMortgage Outletsdebt                            375, located outside Osaka433           7, Japan873             18, scheduled to open in March of889          167,587          181,084
2002. The OP is also in the predevelopment stage of domestic projects outside                                      ------------     ------------      ------------     ------------     ------------
Las   Total Vegasdebt                          1, NV scheduled to open in the fall of 2003; Chicago204, IL scheduled to468         107,873            172,924          292,587          631,084
open in late 2003; Ground  and Seattle,operating WA scheduled to open in 2004; and anleases              24,634           2,299              2,609            2,358           17,368
internationalReal projectestate north of Toyko in Sano scheduled to open in midcommitments                   49,670          49,670                  -2003.                -                -
TheseDeferred projects are under development and there can be no assurance that they
will be completed or openedcompensation                     17, or that there will not be delays in opening or600               -                  -           17,600                -
completion. All current development activity is fully financed either through                                      ============     ============      ============     ============     ============
projectTotal specific secured construction financingObligations                     $1, the yen denominated line of
credit296, available cash or through the Senior Credit Facility. The OP will seek372        $159,842           $175,533         $312,545         $648,452
to obtain permanent financing once the projects are completed and income has                                      ============     ============      ============     ============     ============
been stabilized.

~~The~~At OPDecember ~~has~~31, ~~minority~~2003, ~~interests~~construction ~~ranging~~for ~~from~~international 5%and domestic todevelopment ~~15%~~includes inprojects ~~several outlet~~totaling ~~centers~~0.9 ~~and~~million ~~outlet~~square-feet ~~development~~of GLA. Internationally, projects in ~~Europe.~~the ~~Five~~pipeline ~~outlet~~include ~~centers, containing~~the ~~approximately 900~~187,000 square-foot ~~feet~~first phase of ~~GLA,~~Tosu ~~including~~Premium ~~Bicester~~Outlets ~~Village outside~~near ~~of London~~Fukuoka, ~~England~~Japan, Lascheduled ~~Roca~~to ~~Company~~open ~~Stores~~in ~~outside of Barcelona, Spain,~~March ~~Las~~2004; ~~Rozas~~and ~~Village~~the ~~outside Madrid~~230,000 ~~Spain,~~square-foot Lafirst ~~Vallee~~phase ~~near~~of ~~Disneyland~~Punta ~~Paris~~Norte ~~and Maasmechelen~~Premium ~~Village~~Outlets in Mexico ~~Belgium~~City ~~are~~scheduled ~~currently~~to open ~~and~~in ~~operated~~late by2004. ~~Value~~Domestically, ~~Retail~~projects underway ~~PLC~~include ~~and~~the ~~its~~single-phase ~~affiliates.~~438,000 ~~There~~square-foot isChicago ~~additional~~Premium ~~new~~Outlets, ~~center~~scheduled to ~~development~~open ~~planned~~in ~~and one~~mid ~~new~~2004. ~~European~~The Tosu project is ~~under~~a ~~construction~~development ~~and~~of ~~expected~~Chelsea toJapan ~~open in Spring~~Co., ~~2003~~Ltd. ~~In 2001~~, the OP’s ~~sold~~40%-owned aJapanese ~~portion~~joint ofventure. ~~its~~The ~~Bicester~~Punta ~~Village~~Norte ~~holding~~project ~~to a third~~is ~~party, for~~ a ~~gain~~development of ~~$1.8~~the ~~million. The~~ OP'’s ~~total~~50% ~~investment~~owned inMexican ~~Europe~~joint asventure. ofThe Chicago ~~December~~project ~~31,~~is ~~2001~~a ~~was~~50/50 ~~$3.7~~joint ~~million~~venture with Simon. ~~The~~Other OPprojects ~~has~~in ~~also~~various ~~agreed~~stages toof development ~~provide~~are upexpected to ~~$24.1~~ ~~million~~open in ~~limited~~2004 ~~debt~~and ~~service~~beyond ~~guarantees~~including ~~under~~the a350,000 square-foot ~~standby~~Seattle ~~facility~~Premium ~~for loans~~Outlets, ~~arranged~~located bynear ~~Value~~Seattle, ~~Retail PLC~~Washington, scheduled to ~~construct~~commence ~~outlet~~construction ~~centers~~in spring 2004 and open in ~~Europe~~spring 2005. ~~The term~~There ofcan ~~the~~be ~~standby~~no assurance ~~facility~~that ~~for~~these ~~new~~projects ~~guarantees~~will ~~expired~~be incompleted ~~November~~or opened, ~~2001~~or ~~and these~~that ~~guarantees~~there ~~shall~~ will not be ~~outstanding~~delays ~~for~~in ~~longer~~opening ~~than~~or ~~five~~completion. ~~years~~All ~~after project~~current ~~completion.~~development Inactivity ~~October~~is fully ~~2001~~financed ~~the~~either ~~guarantee~~through ~~was~~project ~~increased~~specific tosecured ~~$24.1~~construction ~~million~~financing, ~~from~~the ~~$22.0~~yen ~~million~~denominated ~~until~~line ~~April~~of ~~2002.~~credit, ~~The~~the OPpeso ~~received~~denominated ~~$2.1~~line ~~million~~of ~~in restricted~~credit, available cash ~~collateral~~or ~~for~~through ~~this~~the ~~short-term~~Senior ~~increase,~~Credit ~~which~~Facility. ~~will~~The ~~revert~~OP ~~back~~will seek to ~~Value~~obtain ~~Retail~~permanent infinancing ~~April~~once ~~2002~~the projects are completed and income has been stabilized.

~~The~~In ~~50/50~~connection ~~Orlando~~with ~~Premium~~the ~~Outlets~~Simon joint venture, ~~with~~the ~~Simon~~OP ~~Property~~has ~~Group, Inc.~~committed ~~has~~to aprovide ~~$58.5~~50% ~~million~~of ~~construction~~the ~~loan~~development ~~(maximum~~costs, ~~commitment~~or ofapproximately $6246.0 million) ~~that~~for ~~originally~~Chicago ~~matured~~Premium ~~in February 2002 and which was recently extended to August 2002~~Outlets. ~~The~~As ~~loan,~~of ~~which has three additional six month extension options, bears interest at LIBOR plus 1.30% (3.32% at~~ December 31, ~~2001).~~2003, ~~The loan is 10% guaranteed by each of~~ the OP ~~and~~had ~~Simon~~contributed as$26.7 million ofto ~~December~~the ~~31,~~Chicago ~~2001~~project.

InThe ~~June 1999, the~~ OP ~~entered~~has ~~into~~ an agreement with Mitsubishi Estate Co., Ltd. ~~and~~ and Nissho Iwai Corporation to jointly develop, own and operate ~~premium~~Premium ~~outlet~~Outlet centers in Japan. ~~The~~under the joint venture ~~is known as~~ Chelsea Japan Co., ~~Ltd.~~Borrowings related to ("Chelsea Japan~~").~~ Infor ~~conjunction~~which ~~with~~ the ~~agreement,~~Company ~~the~~and ~~OP contributed $1.7 million in equity. In addition, an equity investee of~~ the OP ~~entered~~have ~~into~~provided aguarantees ~~4 billion~~as ~~yen (approximately US $35.0 million) line~~ of ~~credit guaranteed by the~~ ~~Company and OP to fund its share of construction costs. The line of credit bears interest at yen LIBOR plus 1.35% (1.45% at~~ December 31, ~~2001) and matures April 2002 and has two one-year extensions. At December 31~~2003, ~~2001,~~are ~~1.08~~as ~~billion~~follows: yen (approximately US $8.2 million) was outstanding under the line of credit. In March 2000, Chelsea Japan entered into a 3.8 billion yen (approximately US $28.9 million) loan with a Japanese bank to fund construction costs. As of December 31, 2001, the entire facility was outstanding and bears interest at 2.20%. The loan is secured by two operating properties and is 40% guaranteed by the OP. Subject to governmental and other approvals, Chelsea Japan expects to announce additional projects during 2002. Funding for such construction is anticipated to be through partner loans or a loan with a Japanese bank.

In
            Total JulyFacility            |                                       Outstanding
                                      |                                                             Due
       Yen          US 2000,$ theEquivalent   |        Yen         US OP$ developedEquivalent       US an$  Guarantee    Date      Interest eRate
       -commerce venture through its affiliate,--          ---------------   |        ---         ---------------       ---------------    ----      -------------
Chelsea Interactive4.0 Thebillion OP's(1)     $37.3 investmentmillion    |     0.9 inbillion     $ this8.4 venture was approximately $43
million         $ at8.4 December million     2004         1.31,%
 20013.8 Thebillion Company's(2)      35.4 Boardmillion    |     3.2 of Directors has approved
funding up to $60billion      30.0 million          12.0 that is expected to be provided from operating cashmillion     2015         2.20%
flow over0.6 thebillion next(2)       5.6 severalmillion    |     0.5 yearsbillion       4.7 The OP anticipates funding approximately $10
to $15 million           1.9 of development costs during the next twenty four months, howevermillion     2012         1.50%
there can be no assurance that future revenue will be adequate to recover the
OP's investment.

To(1) ~~achieve~~Facility ~~planned~~entered ~~growth~~into ~~and favorable returns in both the short and long-term, the OP's financing strategy is to maintain a strong, flexible financial position~~ by: ~~(i)~~an ~~maintaining~~equity ainvestee ~~conservative level~~ of ~~leverage; (ii) extending and sequencing debt maturity dates; (iii) managing exposure to floating interest rates; and (iv) maintaining liquidity. Management believes these strategies will enable~~ the OP tothat ~~access~~has a ~~broad~~one-year ~~array~~extension ofoption ~~capital~~until ~~sources,~~April ~~including bank or institutional borrowings and secured and unsecured debt and equity offerings~~1, ~~subject~~ ~~to market conditions~~2005.

Net cash provided by operating activities was $121.7 million and $106.7 million for the years ended December 31, 2001 and 2000, respectively. The increase was primarily due to the growth of the OP's GLA to 12.6 million square feet in 2001 from 8.(2) ~~million~~Facilities ~~square~~entered ~~feet~~into in 2000. Net cash used in investing activities decreased $8.9 million for the year ended December 31, 2001 compared to the corresponding 2000 period, as a result of decreased joint venture investing activity, proceeds from sale of a center and partial sale of a joint venture investment offset by ~~the~~Chelsea ~~acquisition of the 31 retail centers. For the year ended December 31~~Japan, ~~2001,~~secured ~~net cash provided~~ by ~~financing~~Gotemba ~~activities~~and ~~decreased~~Rinku ~~by $26.6 million compared to the corresponding period in 2000 as a result of reduced borrowing~~ and ~~increased~~40% ~~debt~~severally ~~repayments~~guaranteed ~~offset~~ by ~~offerings of~~ the ~~Company's common stock~~OP.

~~Net~~The ~~cash~~OP ~~provided~~has bya ~~operating~~50/50 ~~activities~~joint ~~was~~venture ~~$106.7~~agreement ~~million~~with ~~and~~Sordo ~~$87.5~~Madaleno ~~million~~y ~~for~~Asociados ~~the~~and ~~years~~affiliates ~~ended~~to ~~December~~jointly 31develop, ~~2000~~own and ~~1999,~~operate ~~respectively.~~Premium ~~The increase was~~Outlet ~~primarily~~centers ~~due~~in toMexico. ~~the~~In ~~growth~~July of2003, the ~~OP's~~first ~~GLA~~development toproject ~~8.2~~broke ~~million~~ground, ~~square feet in 2000~~the ~~from~~230,000 ~~5.2 million~~ square-foot ~~feet~~first inphase ~~1999.~~of ~~Net~~Punta ~~cash~~Norte ~~used~~Premium inOutlets, ~~investing~~located ~~activities~~near ~~increased~~Mexico ~~$41.9~~City ~~million~~and ~~for~~is ~~the~~scheduled ~~year ended December 31, 2000 compared~~ to ~~the corresponding~~open ~~1999 period, as a result of $40.0 million investments~~ in ~~various joint~~late ~~ventures and Chelsea Interactive~~2004. ~~For~~The ~~the~~OP ~~year~~is ~~ended~~responsible ~~December~~for financing ~~31,~~its ~~2000, net~~50% ~~cash~~share ~~provided~~of byproject ~~financing~~costs ~~activities~~up ~~increased~~to byapproximately $3415.80 million. ~~primarily~~As ~~due~~of toDecember ~~higher~~31, ~~net~~2003, ~~borrowings~~the ~~during~~OP ~~2000~~had ~~offset~~contributed ~~in part by an increase in distributions of~~ $72.15 million ~~in 2000 and the sale of preferred units and common stock in 1999~~. ~~Borrowings were used to invest in joint ventures and fund center expansions and developments.~~

In January 2004, a subsidiary of the OP entered into a 180.0 million peso revolving facility (USD $16.5 million as of February 17, 2004) to provide funding for Mexican development projects. The peso facility has a three-year term and the drawn funds bear interest at The Interbank Interest Equilibrium Rate (“TIIE”) plus 0. 825% plus the bank’s cost of funds spread limited to 20% of the TIIE and has an annual facility fee of 0.15% on the unused balance. The TIIE rate spread ranges from 0.725% to 1.37% depending on the OP’s Senior Debt rating.

At December 31, 2002, the OP recognized an impairment loss equal to the net book value of its investment in Chelsea Interactive. The OP believes that it will not be able to recover the net book value of its investment in Chelsea Interactive through future cash flows. For 2003, a $2.5 million funding loss was reported. Future funding by the OP will be reported, as a loss in the period funding is required. As of December 31, 2003, the OP had funded $54.9 million and anticipates that Chelsea Interactive will not reach the OP’s funding limit of $60.0 million. On February 17, 2004, the OP announced a joint venture between Chelsea Interactive and a publicly traded third party, GSI Commerce, Inc. (“GSI-Chelsea Solutions”). Under the terms of the agreement, Chelsea Interactive will no longer operate its e-commerce technology, but will retain a minority interest in GSI-Chelsea Solutions. Chelsea Interactive’s largest clients have entered into service agreements with GSI-Chelsea Solutions and will transition e-commerce activities to the GSI-Chelsea platform by the second quarter of 2004.

The OP has minority interests ranging from 3% to 8% in several outlet centers and outlet development projects in Europe operated by Value Retail. The OP’s total investment in Europe as of December 31, 2003, was $3.6 million. The OP has also provided $17.1 million in limited debt service guarantees under a standby facility for loans arranged by Value Retail to construct outlet centers in Europe. The standby facility for new guarantees, which has a maximum of $22.0 million, expired in November 2001 and outstanding guarantees shall not survive more than five years after project completion.

To achieve planned growth and favorable returns in both the short and long-term, the OP’s financing strategy is to maintain a strong, flexible financial position by: (i) maintaining a conservative level of leverage; (ii) extending and sequencing debt maturity dates; (iii) managing exposure to floating interest rates; and (iv) maintaining liquidity. Management believes that these strategies will continue to enable the OP to access a broad array of capital sources, including bank or institutional borrowings and secured and unsecured debt and equity offerings, subject to market conditions.

Net cash provided by operating activities was $181.6 million and $128.2 million for the years ended December 31, 2003, and 2002, respectively. The increase was primarily due to increased operating cash flow generated on the growth of the OP’s GLA offset by the decreased losses from Chelsea Interactive and the payout of the deferred incentive compensation in March 2002. Net cash used in investing activities decreased to $213.6 million in 2003 from $404.2 million in 2002 due to reduced acquisition activity. Net cash provided by financing activities decreased to $27.9 million from $273.9 million for the years ended December 31, 2003, and 2002, respectively. The decrease was primarily the result of reduced borrowings, debt repayments and higher distributions in 2003.

Funds from Operations

Management believes that funds from operations ("“FFO"”) should be considered in conjunction with net income, as presented in the statements of operations included elsewhere herein, to facilitate a clearer understanding of the operating results of the OP. The White Paper on Funds from ~~Operations~~ Operations approved by the Board of Governors of NAREIT in October 1999 defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of properties, plus real estate ~~related~~ related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. The OP believes that FFO is helpful to investors as a measure of the performance of an equity REIT because, along with cash flow from operating activities, financing activities and investing activities, it provides investors with an indication of the ability of the OP to incur and service debt, to make capital expenditures and to fund other cash needs. The OP computes FFO in accordance with the current standards established by NAREIT which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than the OP. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of the OP's financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the OP's liquidity, nor is it indicative of funds available to fund the OP's cash needs, including its ability to make cash distributions.

~~Year~~Funds ~~Ended~~from ~~December~~Operations 31, 2001 2000 1999 ------------ ------------ ------------- Income available to common unitholders ........................ $56,484 $50,350 $41,419 Add: Depreciation and amortization-wholly-owned................... 48,554 42,978 39,716 Depreciation and amortization-joint ventures................ 5,964 2,024 - Amortization of deferred financing costs and depreciation of non-rental real estate assets........................... (~~1,807~~continued) (1,796) (1,849) Gain (loss) on sale or write down of assets................... (333) - 694 ------------ ------------ ------------- FFO............................................................ $108,862 $93,556 $79,980 ============ ============ ============= Average units outstanding...................................... 20,018 19,296 19,131 Dividends declared per unit.................................... $3.12 $3.00 $2.88

FFO for the year ended December 31, 2002, excludes the Chelsea Interactive impairment loss of $34.4 million. Since all companies do not calculate FFO in a similar fashion, the OP’s calculation of FFO presented herein may not be comparable to similarly titled measure as reported by other companies. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of the OP’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the OP’s liquidity, or is it indicative of funds available to fund the OP’s cash needs, including its ability to make cash distributions.


                                                                             Year Ended December 31,
                                                                          2003         2002            2001
                                                                     ------------  -----------   ------------

Net income available to common unitholders ............................  $115,274     $48,584        $ 56,484
  Depreciation and amortization-wholly-owned...........................    73,651      58,275          48,554
  Depreciation and amortization-joint ventures.........................     4,069       4,166           5,964

  Amortization of deferred financing costs and depreciation
   of non-rental real estate assets....................................    (2,274)     (2,401)        (1,807)
Net gain on sale or write-down of assets...............................    (5,625)    (11,223)          (333)
Chelsea Interactive impairment loss....................................         -      34,370               -
                                                                     ------------  -----------   ------------
FFO....................................................................  $185,095    $131,771        $108,862
                                                                     ============  ===========   ============
Average units outstanding (1)..........................................    50,055      44,671          40,036
FFO per unit...........................................................     $3.56       $2.85           $2.65
Distributions declared per unit........................................     $2.14       $1.86           $1.56

(1) Assumes 2-for-1 unit split in May 2002 had occurred on January 1, 2001.

Recent Accounting Pronouncements

In ~~June~~October 2001, the FASB issued ~~Statements~~Statement of Financial Accounting ~~Standards~~ Standard No. ~~141~~144, "~~Business~~Accounting ~~Combinations"~~for ~~("SFAS~~the ~~141")~~Impairment ~~and No. 142 "Goodwill and~~or ~~Other~~Disposal ~~Intangible~~of Long-Lived Assets" ("SFAS ~~142~~144") which ~~are~~was effective and adopted by the OP on January 1, 2002. SFAS ~~141~~ ~~requires~~144 ~~that~~provides ~~the~~accounting ~~purchase~~guidance ~~method~~for of financial accounting beand ~~used~~reporting for ~~all~~impairment ~~business combinations~~or ~~initiated~~disposal ~~after~~of ~~June~~long-lived ~~30, 2001~~assets. ~~Under~~SFAS 144 supersedes SFAS ~~142~~No. 121, ~~amortization~~"Accounting for the Impairment of Long-Lived Assets ~~goodwill,~~and ~~including~~for ~~goodwill~~Long-Lived ~~recorded~~Assets into ~~past~~be ~~business~~Disposed ~~combinations,~~Of ~~will discontinue~~". ~~upon~~SFAS ~~adoption~~144 retains fundamental provisions of ~~this~~SFAS ~~standard.~~121 ~~All~~related ~~goodwill~~to the recognition and ~~intangible~~measurement ~~assets~~of the ~~will~~impairment of long-lived assets to be ~~tested~~held ~~for~~and ~~impairment~~used. inIn ~~accordance~~addition, ~~with~~SFAS 144 superseded APB Opinion 30, "Reporting the ~~provisions~~Results of Operations-Reporting the ~~Statement.~~Effects ~~The~~of ~~adoption~~Disposal of ~~these~~a ~~statements~~Segment ~~will~~of ~~have~~a noBusiness, ~~impact~~and onExtraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS 144 extended the ~~OP's~~reporting ~~results~~of a discontinued operation to a "component of an entity." Thus, the operations of assets sold or ~~its~~held ~~financial~~for ~~position.~~sale are presented as discontinued operations in the OP's statement of income.

In ~~August~~June ~~2001~~2002, FASB issued ~~SFAS~~Statement of Financial Accounting Standards No. ~~143~~146, "Accounting for ~~Asset Retirement~~Costs ~~Obligations~~Associated with Exit or Disposal Activities" ("SFAS ~~143~~146") which iswas effective ~~January~~for 1,exit ~~2003.~~or ~~SFAS 143~~disposal ~~requires~~activities ~~the~~initiated ~~recording~~after ofDecember ~~the~~31, 2002. ~~fair~~SFAS ~~value~~146 ofrequires that a liability for a cost associated with an ~~asset~~exit or ~~retirement~~disposal ~~obligation~~activity inbe ~~the~~recognized ~~period~~and inmeasured ~~which~~initially itat fair value, only when the liability is incurred. ~~The~~See OPnote ~~does~~6 ~~not expect~~to ~~this~~financial ~~pronouncement~~statements for discussion related to ~~have~~the aestimated ~~material~~future ~~impact~~costs onto ~~the~~be ~~OP's~~incurred ~~results~~in ofconnection with the future operations orof ~~financial~~Chelsea ~~position~~Interactive.

InRecent ~~October 2001, the FASB issued Statement of Financial~~ Accounting ~~Standard~~Pronouncements No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This standard harmonizes the accounting for impaired assets and resolves some of the implementation issues as originally described in SFAS 121. The new standard becomes effective for the OP for the year ending December 31, 2002. The OP does not expect this pronouncement to have a material impact on the OP's results of operations or financial position. (continued)

~~Critical~~In November 2002, the FASB issued No. 45, Guarantor's Accounting ~~Policies~~and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45"). FIN 45 requires certain guarantees to be recorded at fair value, instead of recording a liability only when a loss is probable and reasonably ~~Estimates~~estimable, as those terms are defined in FASB Statement No. 5, Accounting for Contingencies. FIN 45 also requires a guarantor to make significant new disclosures, even when the likelihood of making any payments under the guarantee is remote. The disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. The OP adopted the disclosure provisions of FIN 45 effective December 31, 2002. FIN 45's initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The adoption of FIN 45 did not have a material impact on the OP's financial position or the results of operations.

~~The~~In ~~OP's~~January ~~discussion~~2003, ~~and~~the ~~analysis~~FASB ofissued ~~its~~Interpretation ~~financial~~No. ~~condition~~46, ~~and results~~"Consolidation of Variable ~~operations~~Interest ~~are~~Entities" ~~based~~("FIN ~~upon~~46"). ~~the~~FIN ~~OP's~~46 ~~consolidated~~clarifies ~~financial~~the ~~statements~~application of ~~which~~existing ~~have~~accounting ~~been~~pronouncements ~~prepared~~to incertain ~~accordance~~entities ~~with~~in ~~accounting~~which ~~principles~~equity ~~generally~~investors ~~accepted~~do innot have the ~~United~~characteristics ~~States.~~of ~~The~~a ~~preparation~~controlling offinancial ~~these~~interest ~~financial~~or ~~statements~~do not ~~requires~~have sufficient equity at risk for the OPentity to ~~make~~finance ~~estimates~~its ~~and~~activities ~~judgments~~without additional ~~that~~subordinated ~~affect~~financial ~~the~~support ~~reported~~from ~~amounts~~ other parties. The provisions of FIN ~~assets,~~46 ~~liabilities,~~will ~~revenues~~be ~~and~~immediately ~~expenses~~effective for all variable interests in variable interest entities created after January 31, 2003. The OP ~~bases~~has ~~its~~not ~~estimates~~created onany ~~historical~~variable ~~experience~~interest ~~and~~entities onsubsequent ~~various~~to ~~other~~January ~~assumptions~~31, ~~that~~2003. ~~are~~In ~~believed~~December ~~to be~~2003, ~~reasonable~~FASB ~~under~~issued ~~the~~a ~~circumstances,~~revision ~~the~~to ~~results~~Interpretation of46 ~~which~~("FIN ~~form~~46-R") ~~the~~to ~~basis~~clarify ~~for~~the ~~making~~provisions ~~judgments~~of ~~about~~FIN ~~the~~46. ~~carrying~~The ~~values~~application of ~~assets~~FIN ~~and~~46-R ~~liabilities~~is ~~that~~effective ~~are~~for public ~~not~~companies, ~~readily~~other ~~apparent~~than ~~from~~small ~~other~~business ~~sources.~~issuers, ~~Actual~~after ~~results~~March ~~may~~15, ~~differ~~2004. ~~from~~The ~~these~~OP does ~~estimates~~not ~~under~~believe ~~different~~that ~~assumptions~~FIN or46-R ~~conditions.~~will have a significant impact on the OP's financial statements.

~~The~~On OPApril ~~believes~~30, ~~the~~2003, ~~following~~FASB ~~critical~~issued SFAS No.149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149 amends and clarifies the accounting ~~policies~~guidance on (1) derivative instruments (including ~~affect~~certain ~~its~~derivative ~~more~~instruments ~~significant~~embedded ~~judgments~~in other contracts) and ~~estimates~~(2) ~~used~~hedging activities that fall within the scope of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities "("SFAS 133"). SFAS 149 also amends certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivatives in the ~~preparation~~entirety or that contain embedded derivatives that warrant separate accounting. SFAS 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions, and (2) for hedging relationships designed after June 30, 2003. The guidance is to be applied prospectively. The adoption of SFAS 149 did ~~its~~not ~~consolidated~~have a material impact on the OP's financial ~~statements.~~condition, results of operations or cash flows.

~~Bad~~In ~~Debt~~May 2003, FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"). This statement establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. It is to be implemented by reporting the cumulative effect of a change in accounting principle for financial instruments created before the issuance date of the statement and still existing at the beginning of the interim period of adoption. The implementation of SFAS 150 did not have a material impact on the OP's financial condition, results of operations or cash flows.

Foreign Exchange Exposure

From time to time, the OP may enter into hedging contracts to protect against fluctuations in foreign exchange rates. Receivables from Chelsea Japan are recorded in the accompanying financial statements at the exchange rate on the date of valuation. Significant changes in the exchange rate may result in changes to the receivable realized.

Valuation of Investments

The OP reviews its investments in unconsolidated affiliates for impairment wherever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The OP recorded a $1.2 million loss in 2001 for an impairment writedown of its investment in an outlet center in Guam.

Economic Conditions

Substantially all leases contain provisions, ~~including~~ including escalations of base rents and percentage rentals calculated on gross sales, to mitigate the impact of inflation. Inflationary increases in common ~~area~~ area maintenance and real estate tax expenses are substantially ~~all~~ reimbursed by tenants.

Virtually all tenants have met their lease obligations and the OP continues to attract and retain quality tenants. The OP intends to reduce operating and leasing risks by continually improving its tenant mix, rental rates and lease terms, and by pursuing contracts with creditworthy upscale and national brand-name tenants.

Item 7-A. Quantitative and Qualitative Disclosures about Market Risk

The OP is exposed to changes in interest rates primarily from its floating rate debt arrangements. In December 2000, the OP implemented a policy to protect against interest rate and foreign exchange risk. The OP's primary strategy is to protect against ~~this~~these ~~risk~~risks by using derivative transactions as appropriate to minimize the variability that floating rate interest and foreign currency fluctuations could have on cash flow. In December 2000, a wholly-owned subsidiary of the OP entered into an interest rate swap agreement effective January 2, 2001 with a financial institution for a notional amount of $69.3 million amortizing to $64.1 million to hedge against unfavorable fluctuations in the LIBOR rates of ~~its~~one ~~secured~~of its mortgage ~~loan facility~~loans. The hedge ~~has~~effectively produces a ~~5.7625%~~ fixed rate ~~plus~~of ~~the 1~~7.502625% ~~spread~~on ~~results~~the innotional aamount ~~fixed interest rate of 7.2625%~~ until January 1, 2006. At December 31, 2001 a hypothetical 100 basis point adverse move (increase) in US Treasury and LIBOR rates applied to unhedged debt would adversely affect the OP's annual interest cost by approximately $0.3 million annually.

~~Following~~At isDecember 31, 2003 a ~~summary~~hypothetical of100 basis point adverse move (increase) in US Treasury and LIBOR rates applied to unhedged debt would adversely affect the OP's ~~debt~~annual ~~obligations~~interest atcost ~~December 31,~~by ~~2001~~approximately ~~(in~~$2.0 million ~~thousands):~~ annually.

~~Expected~~Following ~~Maturity~~is ~~Date ------------------------------------------------------------- 2002 2003 2004 2005 2006 Thereafter Total Fair~~a ~~Value ---- ---- ---- ---- ---- ---------- ----- ---------- Fixed~~summary ~~Rate~~of ~~Debt: - - - $49,892 - $395,830 $445,722 $459,970 Average~~the ~~Interest~~OP's ~~Rate: - - - 8.38% - 7.88% 7.93%~~debt obligations ~~Variable~~at ~~Rate~~December ~~Debt: - $29~~31,~~531 $5,034 - - $68,250 $102,816 $102,816 Average~~ ~~Interest~~2003 ~~Rate~~(in thousands): ~~- 3.33% 4.21% - - 5.56% 4.85%~~


                                                                 Expected Maturity Date
                         ----------------------------------------------------------------------------------------------------

                             2004        2005      2006       2007         2008     Thereafter        Total     Fair Value
                         ----------  ----------    ------   ---------    ---------  ------------    ---------   ------------
Fixed Rate Debt:           $   -     $ 49,952        -     $124,874      $164,727    $606,408      $945,961    $1,043,232
Average Interest Rate:         -         8.38%       -         7.25%         6.99%       7.18%         7.22%

Variable Rate Debt:       100,000     104,035        -            -             -      61,475 (1)   265,510       265,510
Average Interest Rate:       1.96%       2.09%       -            -             -        2.62%         2.16%

(1)	Subject to an interest rate swap which effectively produces a fixed rate of 7.2625% until January 1, 2006.

Item 8. Financial Statements and Supplementary Data

The financial statements and financial information of the OP for the years ended December 31, ~~2001~~2003, ~~2000~~2002 and ~~1999~~2001 and the Report of the Independent Auditors thereon are included elsewhere herein. Reference is made to the financial statements and schedules in Item 1415.

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

None.

Item 9A. Controls and Procedures

Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in rule 13a-14c under the Securities Exchange Act of 1934, as amended) as of December 31, 2003 and, based on that evaluation, concluded that, as of the end of the period covered by this report, we had sufficient controls and procedures for recording, processing, summarizing and reporting information that is required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, within the time periods specified in the SEC’s rules and forms.

During the year ended December 31, 2003, there have not been any significant changes to our internal controls including any corrective actions with regard to significant deficiencies and material weaknesses or other factors that could significantly affect these controls.

PART III

Items 10, 11, 12, 13 and 1314.

The Operating Partnership does not have any ~~directors~~Directors, executive officers or stock authorized, issued or outstanding. If the information were required it would be identical to the information contained in Items 10, 11, 12, 13 and 1314 of the Company'’s Form 10-K, that will appear in the Company'’s ~~Proxy~~ Proxy Statement furnished to shareholders in connection with the Company'’s 2004 ~~2002~~ Annual Meeting. Such information is incorporated by reference in the Form 10-K.

PART IV

Item 1415. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1 and 2. The response to this portion of Item ~~14 is~~15 is submitted as a separate section of this report.

Exhibits

3.1 Articles of Incorporation of the Company, as amended, including Articles Supplementary relating to 8 3/8% Series A Cumulative Redeemable Preferred Stock and Articles Supplementary relating to 9% Series B Cumulative Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to Form 10-K for the year ended December 31, ~~1999 ("1999 10-K")~~2002.

3.2 By-laws of the Company. Incorporated by reference to Exhibit 3.2 to Registration Statement filed by the Company on Form S-11 under the Securities Act of 1933 (file No. 33-67870) ("“S-11"”).

3.3	Agreement of Limited Partnership for the Operating Partnership. Incorporated by reference to Exhibit 3.3 to S-11.

3.4 Amendments No. 1 and No. 2 to Partnership Agreement dated March 31, 1997 and October 7, 1997. Incorporated by reference to Exhibit 3.4 to Form 10-K for the year ended December 31, 1997. ("1997 10-K").

3.5	Amendment No. 3 to Partnership Agreement dated September 3, 1999. Incorporated by reference to Exhibit 3.5 to 1999 10-K.

4.1	Form of Indenture among the Company, Chelsea GCA Realty Partnership, L.P., and State Street Bank and Trust Company, as Trustee. Incorporated by reference to Exhibit 4.4 to Registration Statement filed by the Company on Form S-3 under the Securities Act of 1933 (File No. 33-98136).

10.1	Registration Rights Agreement among the Company and recipients of Units. Incorporated by reference to Exhibit 4.1 to S-11.

10.2 ~~Term~~Amended ~~Loan~~and Restated Credit Agreement dated ~~November~~July 331, ~~1998~~2002 among ~~Chelsea~~CPG ~~GCA Realty Partnership~~Partners, L.P., ~~BankBoston,~~and ~~N.A.~~Fleet National Bank, individually and as an agent, and other Lending Institutions listed therein. Incorporated by reference to Exhibit 10.21 to Form 10-KQ for the ~~year~~period ~~ended~~ending ~~December~~September 3130, ~~1998 ("1998 10-K")~~2002.

10.3 ~~Credit~~Joint Venture Agreement ~~dated~~between ~~March 30, 1998 among~~ Chelsea GCA Realty Partnership, L.P., ~~BankBoston,~~Mitsubishi NEstate Co.A, ~~individually~~Ltd. and asNissho anIwai ~~agent,~~Corporation ~~and~~dated ~~other~~June ~~Lending~~16, ~~Institutions listed therein~~1999. Incorporated by reference to Exhibit 10.39 to ~~1998~~1999 10-K.

10.4 ~~Limited~~Agreement ~~Liability~~for ~~Company~~Purchase ~~Agreement~~and Sale of ~~Simon/Chelsea~~Assets ~~Development~~dated ~~Co.~~July 12, L2001.~~L.C.~~ ~~dated~~Incorporated ~~May~~by ~~16,~~reference ~~1997~~to ~~between~~Exhibit ~~Simon~~2 ~~DeBartolo~~to ~~Group,~~current ~~L.P.~~report ~~and~~on ~~Chelsea~~Form ~~GCA~~8-K ~~Realty~~reporting ~~Partnership,~~on ~~L.P.~~an ~~Incorporated~~event, bywhich ~~reference~~occurred toon ~~Exhibit~~September ~~10.3~~25, ~~to 1997 10-K~~2001.

10.5 ~~Contribution~~Purchase Agreement bydated ~~and~~November ~~among~~11, an2002. ~~institutional~~Incorporated ~~investor~~by ~~and~~reference ~~Chelsea~~to ~~GCA~~Exhibit ~~Realty~~2 ~~Partnership,~~to ~~L.P.~~current ~~and~~report ~~Chelsea~~on ~~GCA~~Form ~~Realty,~~8-K ~~Inc.~~reporting ~~dated~~on ~~September~~an 3,event ~~1999.~~which ~~Incorporated~~occurred byDecember ~~reference~~19, ~~to Exhibit 10~~2002.~~8 to 1999 10-K.~~

~~10.6~~PART ~~Joint Venture Agreement among Chelsea GCA Realty Partnership, L.P., Mitsubishi Estate Co., Ltd. and Nissho Iwai Corporation dated June 16, 1999. Incorporated by reference to Exhibit 10.9 to 1999 10-K.~~IV

10Item 15.7 ~~Agreement for Purchase and Sale of Assets dated December 22~~Exhibits, ~~2000.~~Financial ~~Incorporated~~Statement bySchedules ~~reference~~and toReports ~~Exhibit 2.1 to current report~~ on Form 8-K ~~reporting on an event which occurred December 22, 2000.~~ (continued)

10.8 ~~Limited~~2002-2006 ~~Liability~~Long-Term ~~Company~~Executive ~~Agreement~~Incentive ~~of F/C Acquisition Holdings LLC~~Plan. Incorporated by reference to Exhibit 210.28 to ~~current report on~~ Form 810-K ~~reporting~~for onthe anyear ~~event~~ended ~~which occurred~~ December 2231, ~~2000~~2002.

10.9 Agreement for Purchase and Sale ~~of Assets~~ dated ~~July~~May 128, ~~2001~~2003, as amended. Incorporated by reference to Exhibit 2 to current report on Form 8-K reporting on an event which occurred onAugust ~~September 25~~1, ~~2001~~2003 (“2003 8-K”).

2110.10 ~~List~~Term ofLoan ~~Subsidiaries~~Agreement dated July 31, 2003 between CPG Partners, L.P. and Wachovia Bank, National Association. Incorporated by reference to Exhibit 10 to 2003 8-K.

21	List of Subsidiaries

23.1	Consent of Ernst & Young LLP.

31.1	Section 302 Chief Executive Officer Certificate

31.2	Section 302 Chief Financial Officer Certificate

32.1	Secton 906 Chief Executive Officer Certificate

32.2	Section 906 Chief Financial Officer Certificate

(b)	Reports on Form 8-K. None

(c)	Exhibits See (a) 3

(d) Financial Statement Schedules - The response to this portion of Item 1415 is submitted as a separate schedule of this report.

Item 8, Item 1415(a)(1) and (2) and Item 1415(d)

(a)1. Financial Statements

~~Consolidated Financial Statements–CPG Partners, L.P.~~ Form 10-K Report Page

~~Report of Independent Auditors~~ Consolidated ~~Balance~~Financial ~~Sheets as of December 31~~Statements–CPG Partners, ~~2001 and 2000 F-1 F-2~~L.P.

Report of Independent Auditors Consolidated Balance Sheets as of December 31, 2003 and 2002 Consolidated Statements of Income for the years ended December 31, 2003, 2002 and 2001 Consolidated Statements of Partners' Capital for the years ended December 31, ~~2000~~2003, 2002 and ~~1999~~2001 Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001 Notes to Consolidated Financial Statements (a)2 and (d) Financial Statement Schedule Schedule III-Consolidated Real Estate and Accumulated Depreciation F-1 F-2 F-3 F-4 F-5 F-6 F-34

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2001, 2000 and 1999 F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999 F-5

Notes to Consolidated Financial Statements F-6

(a)2 and (d) Financial Statement Schedule Schedule III-Consolidated Real Estate and Accumulated Depreciation F-23

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

Report of Independent Auditors

To the Owners
CPG Partners, L.P.

We have audited the accompanying consolidated balance sheets of CPG Partners, L.P. as of December 31, ~~2001~~2003 and ~~2000~~2002, and the related consolidated statements of income, ~~partner's~~partners’ capital and cash flows for each of the three years in the period ended December 31, ~~2001~~2003. Our audits also ~~included~~ included the financial statement schedule listed in the Index as Item 1415 (a)(2). ~~These~~ These financial statements and schedule are the responsibility of the management of of CPG Partners, L.P. Our responsibility is to express an opinion on these ~~the~~ financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of CPG Partners, L.P. as of December 31, ~~2001~~2003 and ~~2000~~2002, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2001~~2003, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

~~Ernst & Young LLP~~ New York, New York February 1524, ~~2002~~2004 /s/Ernst & Young LLP

CPG Partners, L.P.
Consolidated
Balance Sheets (In thousands)


                                                                                                                                                                 December 31,
                                                                                  2001             2000                                                                        2003              2002
                                                                                                                                            -------------    ---- --------------
Assets:
Rental properties:
     Land..................................................................         $160 299,458       176      $ 118   266,238461
     Depreciable property..................................................     9671,448         790773,106607        1,570,713
                                                                                                                                              ----------       ---    ------------

Total rental property......................................................   1     2,127072,906         908783        1,344837,174
Accumulated depreciation...................................................          (217332,462406)               (175284,692239)
                                                                                                                                              ----------        ---    ------------

Rental properties, net.....................................................     9101,444         732740,652377        1,552,935
Cash and cash equivalents..................................................      24,604                  18,036476           22,551
Restricted cash - escrows.....................................         6,456            3,455
Tenant accounts receivable (net of allowance for doubtful
    accounts of $1,615 in 2003 and $2,593 in 2002).............       3        11,347               -631            7,762
InvestmentsDeferred inrent unconsolidated affiliatesreceivable...................................      93...        25,689          91018           18,629778
NotesInvestments receivable-relatedin partiesunconsolidated affiliates......................         3,500                -
Property held for sale........................................       3107,281068           247,216997
DeferredNotes costs,receivable-related netparties..............................         2,151            2,746
Deferred costs, net..........................      22,534          14,886
Other assets.................        22,989           16,706
Other assets..............................................      41....        32,409          41748           30,895100
                                                                                                                                              ----------        --     ------------
Total assets...............................................................       $1,099970,308      414        $ 9011,314703,030
                                                                                                                                              ==========        ===    ============

Liabilities and partners' capital:
Liabilities:
     Unsecured bank debt...................................................         $ 5  204,035        $ 35103,035
     Unsecured notes.......................................................     373       621,294         324803          621,542330
     Mortgage debt.........................................................     170       385,209634          90306,776455
     Construction payables....................................         7,668            8,046
     Accounts payable and accrued expenses.............       8.......        59,001          10738           45,001077
     AccountsAccrued payabledistribution and accrued expensespayable.................................      47         5,039          43131            4,507927
     ObligationOther under capital leaseliabilities........................................       2        20,141871           218,714886
     Accrued                                                                  ----------        ---------
Total distribution payableliabilities..........................................       3...     1,851           3304,910880        1,107,756
     Other
Commitments liabilitiesand contingencies

Partners' capital:
General partner units outstanding, 43,592 in 2003 and 41,485
in 2002.....................................................      14..        524,676295          18462,267127
                                                                            -------------    ------------Limited partners units outstanding 7,356 in 2003 and 7,563
Totalin liabilities2002..........................................................     624,246         52881,752934           77,094

CommitmentsPreferred andpartners contingencies

Partners' capital:
General partner units outstanding, 181,770300 in 2001 2003
and 15,957 in 20002002.......     362,402         271,482
Limited partners units outstanding 3,150 in 2001 and 3,353 in 2000.........      52,825          37,888
Preferred partners units outstanding, 1,300 in 2001 and 2000...............      .......................         63,315                     63,315
AccumulatedOfficer other comprehensive loss loan......................................      ............              -             (3488)
Accumulated other comprehensive loss .........................         (4,480010)                     (1236,774)
                                                                                                                                              ------------      -    ------------
 Total partners' capital....................................................     475       665,062         372534          595,562274
                                                                                                                                              ------------      -    ------------
 Total liabilities and partners' capital....................................      $1,099970,308414       $ 9011,314703,030
                                                                                                                                              ============     =    ============

The accompanying notes are an integral part of the financial statements.

CPG Partners, L.P.
Consolidated Statements of Income
(In thousands, except per unit data)

                                                                      Year ended December 31,
                                                                  20012003               20002002              19992001
                                                        ---------------    -   ---------------   ----------------

Revenues:
     Base rent.....................................           .          $127247,229894           $108178,123           298          $98124,838645
     Percentage rent...............................             18.            29,049134             1723,701723            1517,647853
     Expense reimbursements........................             50.            86,559499             4464,116875            3949,748496
     Other income...................................             118,018              9,963738             811,385593            10,888
                                                                                                                      -------            -------            -    ---------------   ----------------
Total revenues.....................................            206.           372,855265            179278,903489           162202,618882
                                                              -------            -------            -------
Expenses:
     Operating and maintenance......................            57           102,791951             4877,992863            4356,771256
     Depreciation and amortization..................            4870,554830             4256,978870            3946,716768
     General and administrative.....................             4            12,611396              47,784074             4,853620
     Other..........................................             24,819984              23,663962             2,128535
                                                                                                                       -------            -------           -    ---------------   ----------------
Total expenses......................................           113191,775             99,417161            90145,468769           110,179
                                                               -------            -------           -------

Income before unconsolidated investments and
  and interest expense ...................................           181,104            93132,080             80,486720            7292,150703

Income from unconsolidated investments.............             15.            11,642006              69,723               308802            15,025
Loss from  and impairment of
   Chelsea Interactive......................             (5,337)            (2,364)                -
Loss on writedown of assets........................                  -                  -                          (6942,518)           (47,756)           (5,337)
Interest expense....................................           ...        (3669,865779)           (2449,459189)          (2437,208271)
                                                        Gain on sale, net of write-down of assets...........                 -             10,911               617
                                                               -------            ------    -           -------
Income from continuing operations......................        119,813             56,488            65,737

(Loss) income from discontinued operations..........              (980)             1,366               783
Gain on sale of discontinued operations.............             5,625                  -                 -
                                                               -----   --            -------           -------

Net income                                                      66..........................................           124,520458             6057,386854            4766,556520
Preferred unit requirement..........................                       (109,036184)                       (109,036270)                     (610,137036)
                                                                                                                       -------            -------           -    ---------------   ----------------
Net income available to common unitholders..........                     $56115,484274            $5048,350584           $4156,419484
                                                                                                                      ========            =======               ===============   ================

Net income to common unitholders:
     General partner................................           $4798,626192            $41,592714           $3447,093626
     Limited partners...............................             8            17,858082              86,758870             78,326858
                                                                                                                       -------            -------           -    ---------------   ----------------
Total...............................................                     $56115,484           274            $ 5048,350584           $4156,419484
                                                                                                                      ========            =======               ===============   ================

Net income per common unit:
     General partner  (including $0.09, $0.03 and
   $0.02 income from discontinued operations
    in 2003, 2002 and 2001, respectively) ............................            $2.8330              $21.6109             $21.1741
       Limited partners (including $0.09, $0.03 and
     $0.02 income from discontinued operations
      in 2003, 2002 and 2001, respectively) ............................            $2.7930              $21.6107             $21.1639

Weighted average units outstanding:
     General partner................................            1642,839613             1538,940245            1533,742678
     Limited partners...............................             37,179442              36,356426             36,389358
                                                                                                                       -------            -------           -    ---------------   ----------------
Total...............................................            2050,018055             1944,296671            1940,131036
                                                                                                                      ========            =======               ===============   ================

The accompanying notes are an integral part of the financial statements.

CPG Partners, L.P. Consolidated Statements of Partners'’ Capital (In thousands)


                                                                                                                                                                                                    Accum.
                                                                                                     General              Limited     Preferred                          Other               Total
                                                                                                   Partner's          Partners'    Partner's          Officer        Comp.                Partners'
                                                                                                     Capital              Capital      Capital     Loss         Loan          Loss       Capital
                                                                                                    ---------   ---------    ---------      -------        ------      ---------------------------


Balance December 31, 19982000.......................     $271,482      $28037,391        888     $4263,551          315    $         -       $ -       (123)     $322372,942562
Contributions
Net (net of costs)income....................         7...............       51,335              -814       6314,315         706           -         70             -            -        66,650520
NetOther comprehensive income
Foreign currency translation.................            -            -           -             -         (252)         (252)
Interest rate swap.....................        38,281          9,275......            -                     -         47           -             -       (3,556105)       (3,105)
Common                                                                                                                    --------
Total distributionscomprehensive income...................                                                                         63,163
                                                                                                                    --------

Common distributions.........       ................      (4552,426939)              (9,728839)                     -                      -                    -       (5562,154778)
Preferred distribution..........................               (4,188)              (15,949848)          -             -            -       (10,036)
Contributions (net of costs).................      112,151            -           -                      -                     -       112,151
Revaluation of limited partners' interests...      (618,137209)      18,209           -             -            -             -
Transfer of a limited partners' interest........           903                   2,291       (9032,291)                     -                      -                          -             -
                                                                                                        -------       ----    --      ------        ---    ---       ------         ---------   ------------

Balance December 31, 19992001........................      277362,296         39,246402       52,825      63,315                      -        379       (3,857480)      475,062

Net income......................................               45,780         14136       12,606            718           -                      -         60            -        57,386854
Other comprehensive income
Foreign currency translation.................            -            -           -             -          320           320
Interest rate swap.....
     Foreign currency translation...............             .......            -              -            -                 -             -       (1233,614)                 (1233,614)
                                                                                                                                                                                                                               ------------
Total comprehensive income......................                                                             60                                                                         54,263560
                                                                                                                                                                                                                               -------

Issuance of limited partnership units........            -       44,593           -             -            --        44,593

Common distributions............................             (4772,823220)            (1012,068304)                     -                      -                    -       (5784,891524)
Preferred distribution..........................               (43,188422)              (5,848)                     -                      -            -        (109,036270)
Contributions (net of costs)....................           369              -      124,995            -                    -             -            369-       124,995
TransferRedemption of apreferred limitedunits
     (net partners'of interestcosts)........            48            ..................       (489,654)           -                    -                           -            -        (9,654)
                                                     Officer loan.................................            -            -           -          (488)           -          (488)
Revaluation of limited partners' interests...       14,651      (14,651)          -             -            -             -
Transfer of a limited partners' interest.....          239         (239)          -             -            -                 -
                                                   -------       ---    ----     -----  -          -----       ---   ---       ---------

Balance December 31, 20002002.......................       271      462,482         37,888127       77,094      63,315                (123488)       372(6,562774)      595,274

Net income......................................        51      101,814         14528       22,706            930           -                      -         66            -       124,520458
Other comprehensive income......................
     Foreign currency translation...............             ..            -              -            -      (252)           -             -          (252)503           503
     Interest rate swap.........................             ..            -              -            -    (3,105)           -             -        (32,105)261         2,261
                                                                                                                                                                                                                               -------------
Total comprehensive income......................                                                             62                                                                        127,893222
                                                                                                                                                                                                                               -------------

Common distributions............................             (5291,939947)             (915,839897)                     -                      -                    -      (62107,778844)
Preferred distribution..........................               (43,188336)              (5,848)                                   -                     -        (109,036184)
Contributions (net of costs)....................       11259,151              -578            -                    -             -            -        11259,151578
Repayment of officer loan                                -            -           -           488            -           488
Revaluation of limited partners' interests......       (185,209736)        18       5,209            736           -                      -                          -             -
Transfer of a limited partners' interest........                 2,291         081       (2,291081)                     -                      -                          -             -
                                                                                                        -------       ----    ---     ------          --    ---       ------         --------    -------------
Balance December 31, 20012003.......................           $362524,402        295      $5281,825      934     $63,315   (    $3        -      $(4,480010)           $475665,062534
                                                                                                       ========      ===    ====     =======    ========        =  =======     ==   =============

The accompanying notes are an integral part of the financial statements.

CPG Partners, L.P. Consolidated Statements of ~~Cash~~Partners’ ~~Flows~~Capital (In thousands)

                                                                                                                                                         Year ended December 31,
                                                                      2001              2000                                                                    2003               19992002               2001
                                                                                                                          ----------------   ----------------   ---------------
 Cash flows from operating activities
 Net income..................................................           $66124,520           458            $6057,386854            $4766,556520
 Adjustments to reconcile net income to
     net cash provided by operating activities:
        Depreciation and amortization..........................       48..      73,554            42651             58,978275             3948,716554
      Gain  Equity (loss)in onearnings writeof downunconsolidated investments
     in excess of assetsdistributions received....................               (3335,491)                -                694            (2,407)            (2,215)
      Equity  Loss infrom earningsand ofimpairment unconsolidated investments
           in excess of distributionsChelsea receivedInteractive...............       (2,215)           (1-             47,375)               (88)756              5,337
        Loss from Chelseainterest Interactiverate swap..........................        5,337             2,364...         514                 -                  -
      Write-off  Gain ofon developmentsale costsof assets...................................           -            (11,514)              (333)
  Gain on sale of discontinued operations..................      (5,625)                 -               869                  -
        Proceeds from non-compete receivable...................        ..           -              4,600             4,600300              4,600
        Amortization of non-compete revenue....................       (5,136)..           -             (5,136)            (5,136)
        Additions to deferred lease costs......................       ..      (12,869642)                       (21,708153)            (21,771869)
        Other operating activities.............................         ..      (5701,487)                           (531845)               511              (570)
        Changes in assets and liabilities:
             Straight-line rent receivable.........................             (17,761285)                       (13,536872)            (1,554761)
             Other assets..........................................          965        (467)            (53,995211)               965
      Deferred compensation pay out........................           -            (314,076401)
             Due from affiliates...................................             (15,924742)                         (2284)            (1,878924)                 -
             Accounts payable and accruedother expensesliabilities.................        9      11,555            15750              2,620860              79,050555
                                                                                                                               ------              -----              ----   ----------------   ---------------
 Net cash provided by operating activities...................      121    181,723           106634            128,658             87222            121,502723

 Cash flows from investing activities
 Additions to rental properties..............................         (103171,521685)          (59385,980519)                     (62103,119521)
 Proceeds from sale of centercenters................................              13,853              7,100             3,372929              47,483100
 Additions to investments in unconsolidated                         affiliates.......     (1446,763688)                     (6437,837855)           (2114,388763)
 affiliates.................................................
 Distributions from investments in unconsolidated
         affiliates in excess of earnings........................                   -                337              5,079                 -                  -
 Proceeds from sale of investment in unconsolidated
         affiliates .............................................                   -             11,293              2,839
Additions to  deferred lease costs from acquisitions........      (8,536)                 -                  -
 Loans to related parties....................................       (2,750)           -               (3550)            (2,213750)
 Payments from related parties...............................               1,685                 -083              41,500085              1,685
 Additions to deferred development costs.....................             (81,220630)              (31898)                          (7538,220)
                                                                                                                                ------               ----             -----   ----------------   ---------------
 Net cash used in investing activities.......................         (112213,551603)                   (121404,479178)                     (77112,490551)

 Cash flows from financing activities
 Debt proceeds...............................................      177     124,538           246000            503,526             49958            177,000538
 Repayments of debt..........................................     (21738,318078)                   (151249,750540)                     (69217,000318)
Net Distributionsproceeds from sale of common stock......................      59,577            124,990            112,151
Distributions.........................      (72,873)          (67,830)           (60,752)
 Additions to deferred financing costs.......................           (2116,102828)           (392,320717)                         (67972,873)
Redemption Net proceeds from sale of commonpreferred units......................      112,151.........           -               369              7(9,335654)               -
Additions Netto proceedsdeferred fromfinancing sale of preferred unitscosts...................            -                 -             63....        (777)              (3,315134)          (2,102)
                                                                                                                                ------             ------             ---   ----------------   ---------------
 Net cash provided by (used in) provided by financing activities.........             27,894            273,903             (2,604)           23,995            (10,781)

 Net increase (decrease) increase in cash and cash equivalents........        6      (4,568             9,174               075)            (7692,053)             6,568
 Cash and cash equivalents, beginning of period..............       18      22,036551             824,862              9604             18,631036
                                                                                                                                ------             ------             ---   ----------------   ---------------
 Cash and cash equivalents, end of period....................           $2418,604           476            $1822,036             551            $824,862604
                                                                                                                               =======            =======            =   ================   ===============

The accompanying notes are an integral part of the financial statements.

~~Notes~~CPG toPartners, ~~Financial Statements (continued)~~L.P. Notes to Consolidated Financial Statements

1. Organization and Basis of Presentation

Organization

CPG Partners, L.P., (the "“Operating Partnership"” or " “OP"”), which commenced operations on November 2, 1993, specializes in owning, developing, leasing, marketing and managing upscale and fashion-oriented ~~manufacturers'~~ manufacturers’ outlet centers. (As of December 31, 2003, the ~~"Premium~~OP ~~Portfolio")~~wholly ~~and~~or partially 30owned 60 centers ~~acquired~~in on31 ~~September 25,~~states ~~2001,~~and Japan containing approximately 416.3 1 million square feet of gross ~~leaseable~~ leasable area (~~"Other Retail Centers"~~“GLA”),. ~~(collectively~~The ~~the~~OP’s portfolio ~~"Properties").~~is Ascomprised of ~~December 31,~~30 ~~2001,~~Premium ~~the~~Outlet OPcenters ~~wholly~~containing or10.6 ~~partially~~million square ~~owned~~feet 57of ~~centers~~GLA in(the 29“Premium ~~states~~Properties”) and ~~Japan~~30 other retail centers containing approximately 125.65 million square feet of ~~gross~~GLA ~~leasable area~~(“Other Properties”) (~~"GLA"~~collectively the “Properties”). The OP'’s Premium ~~Portfolio~~Properties ~~included~~generated 27approximately ~~properties~~75% ~~containing~~and ~~8.3~~86% of the OP’s real ~~million~~estate ~~square~~net ~~feet~~operating ofincome ~~GLA~~for the years ended December 31, 2003, and 2002, respectively. ~~These~~The ~~properties~~Premium Properties generally are located near ~~metropolitan~~ metropolitan areas including New York City, Los Angeles, Chicago, Boston, Washington, D.C., San Francisco, Sacramento, ~~Cleveland,~~ Atlanta, Dallas, ~~Portland (Oregon),~~ Tokyo and Osaka, Japan. Some Premium Properties ~~properties~~ are also located within 20 miles of major tourist destinations including Palm Springs, ~~the~~ Napa Valley, Orlando, Las Vegas and Honolulu.

The sole general partner of the OP, Chelsea Property Group, Inc. (the "“Company"”) is a self-administered and self-managed Real Estate ~~Investment~~ Investment Trust (REIT).

During 2000 the OP developed a technology-based e-commerce platform through an unconsolidated affiliate, Chelsea Interactive, Inc. ("Chelsea Interactive"). This platform provides fashion and other retail brands with their own customized direct-to-the-consumer Internet online stores, incorporating e-commerce design, development, fulfillment and customer services.

Basis of Presentation

The financial statements contain the accounts of the Operating Partnership and its majority owned subsidiaries. Such subsidiaries represent partnerships in which the OP has greater than a 50% ownership interest and the ability to maintain operational control. All significant intercompany transactions and accounts have been eliminated in consolidation.

~~Disclosure~~On ~~about~~May ~~fair~~1, ~~value~~2002, ofthe ~~financial~~Company ~~instruments~~declared isa ~~based~~2-for-1 ~~on pertinent~~stock ~~information~~split ~~available to management as~~ of ~~December 31, 2001 and 2000,~~ ~~using~~the ~~available~~Company’s ~~market~~common ~~information and appropriate valuation methodologies~~shares. ~~Although~~ ~~management~~The isstock ~~not~~dividend ~~aware~~was ofpaid ~~any~~May ~~factors~~28, ~~that~~2002, ~~would significantly affect~~to ~~the~~stockholders ~~reasonable~~of ~~fair~~record ~~value~~on ~~amounts~~May 14, ~~such~~2002. ~~amounts~~The ~~have~~Operating ~~not~~Partnership ~~been comprehensively~~simultaneously ~~revalued~~declared a 2-for-1 ~~purposes~~split of ~~these~~its ~~financial~~limited ~~statements~~units. ~~since~~All ~~such~~applicable ~~date~~unit and ~~current~~per ~~estimates~~unit ofinformation ~~fair~~in ~~value~~the ~~may~~accompanying ~~differ~~financial ~~significantly~~statements ~~from~~have ~~the~~been ~~amounts~~adjusted ~~presented~~to ~~herein~~reflect the split.

2. Summary of Significant Accounting Principles

Rental Properties

Rental properties are presented at cost net of accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful lives of the assets. The OP uses 25-40 year estimated lives for buildings, and 15 and 5-7 year estimated lives for improvements and equipment, respectively. Expenditures for ordinary maintenance and repairs are charged to operations as incurred, while significant renovations and enhancements that improve and or extend the useful life of an asset are capitalized and depreciated over the estimated useful life. The OP reviews real estate assets for impairment wherever events or changes in circumstances indicate that the carrying value of assets to be held and used may not be recoverable. Impaired assets are reported at the lower of cost or fair value. Assets to be disposed of are reported at the lower of cost or fair value less cost to sell. No impairment write -downs of rental properties were required for the three years ended December 31, 2003. At December 31, 2003, the Lakeland Factory Outlet Mall was held for sale. The Lakeland property was purchased in ~~2001~~August or2003 ~~2000~~in conjunction with the Las Vegas Outlet Center. The OP anticipates selling the Lakeland property during 2004. At December 31, 2002, no assets were held for sale.

Gains and losses from sales of real estate are recorded when title is conveyed to the buyer, subject to the buyer’s financial commitment being sufficient to provide economic substance to the sale.

CPG Partners, L.P.
Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Principles (continued)

Rental Properties (continued)

~~Gains~~In ~~and~~accordance ~~losses~~with ~~from~~Statement ~~sales~~of Financial Accounting Standards No.141, or SFAS 141, “Business Combinations,” the OP allocates the purchase price of real estate to land, building, tenant improvements and if determined to be material, intangibles, such as the value of above, below and at market leases and origination cost associated with in-place leases. The OP depreciates the amount allocated to building and other intangible assets over their estimated useful lives, which generally range from five to forty years. The values of the above and below market leases are amortized and recorded ~~when~~as ~~title~~either isan ~~conveyed~~increase to(in the ~~buyer,~~case ~~subject~~of below market leases) or a decrease (in the case of above market leases) to rental income over the ~~buyer's~~remaining ~~financial~~term ~~commitment~~of the ~~being~~associated ~~sufficient~~lease. The value associated with in-place leases are amortized over the term of the lease. If a tenant vacates its space prior to ~~provide~~the ~~economic~~contractual termination ~~substance~~of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to contractual expiration date). The OP assesses fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rate and available market information. Estimates of future cash flows are based on a number of factors including the ~~sale~~historical operating results, known trends and market/ economic conditions that may affect the property.

Cash and Equivalents

All demand and money market accounts and certificates of deposit with original terms of three months or less from the date of purchase are considered cash equivalents. The OP places its cash investments in excess of insured amounts with high quality financial institutions. At December 31, ~~2001~~ 2003 and ~~2000~~2002, cash equivalents consisted of repurchase agreements, commercial paper, U.S. Government agency securities, domestic bank ~~liabilities~~obligations and other corporate and municipal obligations that mature between January and March of the following year. The carrying amount of such investments approximated fair value.

Investment in Unconsolidated Joint Ventures

The OP accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the OP exercises significant influence, but does not control these entities. In all the joint ventures, the rights of the minority investor are both protective as well as participating. These rights preclude the OP from consolidating these investments. These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for equity in earnings (loss) and cash contributions and distributions. Any difference between the carrying amount of these investments on the balance sheet of the OP and the underlying equity in net assets is amortized as an adjustment to equity in earnings (loss) of unconsolidated joint ventures over the associated rental property’s useful life.

Development Costs

Development costs, including interest, taxes, insurance and other costs incurred in developing new properties, are capitalized. Upon completion of construction, development costs are amortized on a straight-line basis over the useful lives of the respective assets. Development costs related to inactive projects are expensed at such time as the project is deemed abandoned.

Capitalized Interest

Interest, including the amortization of deferred financing costs for borrowings used to fund development and construction, is capitalized as construction in progress and allocated to individual property costs.

CPG Partners, L.P.
Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Principles (continued)

Foreign Currency Translation

The OP conforms to the requirements of the Statement of Financial Accounting Standards No. 52 ~~(SFAS 52)~~ entitled "“Foreign Currency Translation."” Accordingly, assets and liabilities of foreign equity ~~investees~~ investees are translated at prevailing year-end rates of exchange. Translation gain or loss is recognized as a component of other comprehensive income.

Rental Expense

Rental expense is recognized on a straight-line basis over the initial term of the lease.

Deferred Lease Costs

Deferred lease costs consist of fees and direct internal costs incurred to initiate and renew operating leases, and are amortized on a straight-line basis over the initial lease term or renewal period as appropriate.

Deferred Financing Costs

Deferred financing costs ~~are~~represent commitment fees, legal and other third party costs associated with obtaining commitments for financing which result in a closing of such financing. Deferred financing costs are amortized as interest costs over the terms of the respective agreements. Unamortized deferred financing costs are expensed when the associated debt is retired before maturity. Costs incurred in seeking financial transactions which do not close are expensed in the period it is determined the financing will not be closing.

Revenue Recognition

Leases with tenants are accounted for as operating leases. Base rent revenue is recognized on a straight-line basis over the lease term according to the provisions of the lease. The excess of rents recognized over amounts contractually due and unpaid rents are included in ~~other~~deferred ~~assets~~rent receivable in the accompanying ~~balance~~financial ~~sheets~~statements. Certain lease agreements contain provisions for rents that are calculated on a percentage of sales and recorded on the accrual basis. These rents are accrued monthly once the required thresholds per the lease agreement are exceeded. Virtually all lease agreements contain provisions for additional rents representing reimbursement of real estate taxes, insurance, advertising and common area maintenance costs.

Bad Debt Expense

Bad debt expense included in other expense totaled $12.2 million, $02.90 million and $01.82 million for the years ended December 31, ~~2001~~2003, ~~2000~~2002 and ~~1999~~2001, respectively. The OP maintains an allowance for doubtful accounts ~~included in other assets~~for ~~totaled~~estimated ~~$1.7~~losses ~~million~~resulting ~~and~~from ~~$1.0~~the ~~million~~inability atof ~~December~~its ~~31,~~tenants ~~2001~~to ~~and~~make ~~2000,~~required ~~respectively~~rent payments.

CPG Partners, L.P.
Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Principles (continued)

Income Taxes

No provision has been made for income taxes in the accompanying consolidated financial statements since such taxes, if any, are the responsibility of the individual partners.

The following summarizes the tax components of the OP’s common distributions declared for the years ended December 31, 2003, 2002 and 2001:

                                                         2003          2002         2001
                                                      ----------     --------     ---------
      Distributions per unit..............              $2.14          $1.86        $1.56
      Capital gain (a)....................              (0.13)         (0.21)          -
      Unrecaptured Section 1250 gain .....                  -          (0.01)          -
                                                      ----------     --------     ---------
      Ordinary income.....................              $2.01          $1.64        $1.56
                                                      ==========     ========     =========

(a) Capital rates were 15% and 20% in 2003 and 2002, respectively.

Net Income Per Partnership Unit

Net income per partnership unit is determined by allocating net income to the general partner (including the general partner'’s preferred ~~unit~~ unit allocation) and the limited partners based on their weighted average ~~partnership~~ partnership units outstanding during the respective periods presented.

~~Concentration~~CPG ofPartners, ~~OP's~~L.P. Notes ~~Revenue~~to ~~and~~Consolidated ~~Credit~~Financial ~~Risk~~Statements

~~Approximately 21%, 23% and 24% of the OP's total revenues for the years ended December 31, 2001, 2000 and 1999, respectively, was derived from Woodbury Common Premium Outlets~~2. Summary ~~The loss~~ of ~~this~~Significant ~~center or a material decrease~~Accounting inPrinciples revenues from the center for any reason may have a material adverse effect on the OP. In addition, approximately 28% of the OP's total revenues for the years ended December 31, 2001, and 2000 and 30% for the year ended December 31, 1999, were derived from the OP's centers in California. (continued)

~~Management~~Concentration of ~~the~~ OP’s ~~performs~~Revenue ~~ongoing credit evaluations of its tenants~~ and ~~requires certain tenants to provide security deposits. Although the~~Credit ~~OP's tenants operate principally in the retail industry, there is no dependence upon any single tenant.~~ Risk

For the years ended December 31, 2003, 2002 and 2001, respectively, 13%, 16% and 21% of the OP’s revenues were derived from Woodbury Common Premium Outlets. The loss of this center or a material decrease in revenues from the center for any reason may have a material adverse effect on the OP. In addition, for the years ended December 31, 2003, 2002 and 2001, respectively, 23%, 25% and 28% of the OP’s revenues were derived from the OP’s centers in California.

Management of the OP performs ongoing credit evaluations of its tenants and requires certain tenants to provide security deposits. Although the OP’s tenants operate principally in the retail industry, there is no dependence upon any single tenant.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Accumulated Other Comprehensive ~~Income~~Loss

InAt ~~1997,~~December ~~the FASB issued Statement No. 130~~31, ~~"Reporting Comprehensive~~2003 ~~Income" ("Statement 130"). Statement 130 established standards for reporting comprehensive income~~ and its components in a full set of general-purpose financial statements. Statement 130 requires that all components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. At December 312002, ~~2001,~~ other comprehensive loss ~~included~~was comprised ~~a reduction to partner's capital~~ of athe ~~$3.1 million~~following ~~loss~~(in ~~related~~thousands): ~~to an interest rate swap and a $0.4 million loss related to a foreign currency exchange rate on receivables.~~

2.                                               2003               2002
                                               ----               ----
          Interest Summaryrate ofswap                 $4,458             $6,719
          Foreign Significantcurrency Accounting Principles translation         (continued448)                55
                                               ----               ----
          Total                              $4,010             $6,774
                                             ======             ======

Derivative and Financial Instruments

In the normal course of business, the OP uses a variety of derivative and financial instruments to manage, or hedge, interest rate and ~~foreign~~ foreign currency risk. The OP requires that hedging derivative instruments are ~~effective~~ effective in reducing the interest rate or foreign currency risk exposure as they are designated. This effectiveness is an essential for hedge accounting ~~under~~ under accounting principles generally accepted in the United States. Derivative instruments may be associated with the hedge of an anticipated transaction. In those cases, hedge effectiveness criteria also require that it be probable that the underlying transaction occurs. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract. and recorded on the balance sheet at their fair values with the changes in fair value reflected in accumulated other comprehensive income (loss). When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income each period until the instrument matures or is terminated or assigned. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market each period in net income.

ToCPG ~~determine the fair values of derivative instruments~~Partners, ~~the OP uses a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date~~L. ~~For the majority of financial~~P. ~~instruments~~Notes including most derivatives, long-term investments and long-term debt, standard market conventions and techniques such as discounted cash flow analysis, option pricing models, replacement cost, and termination cost are used to ~~determine~~Consolidated ~~fair~~Financial ~~value. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.~~ Statements

2. Summary of Significant Accounting Principles (continued)

Derivative and Financial Instruments (continued)

To determine the fair values of derivative and financial instruments, the OP uses a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date. For the majority of financial instruments including most derivatives, long-term investments and long-term debt, standard market conventions and techniques such as discounted cash flow analysis, option pricing models, replacement cost, and termination cost are used to determine fair value. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

Recently Issued Accounting Pronouncements

In ~~June~~October 2001, the FASB issued ~~Statements~~Statement of Financial ~~Accounting~~ ~~Standards~~Accounting Standard No. ~~141~~144, ~~"Business~~“Accounting ~~Combinations"~~for ~~("SFAS~~the ~~141")~~Impairment ~~and~~or ~~No.~~Disposal ~~142 "Goodwill and~~of ~~Other~~Long-Lived ~~Intangible~~ Assets"” ("“SFAS ~~142"~~144”) which ~~are~~was effective and adopted by the OP on January 1, 2002. SFAS ~~141~~ ~~requires~~144 ~~that~~provides ~~the~~accounting ~~purchase~~guidance ~~method~~for financial of accounting beand ~~used~~reporting for ~~all~~impairment ~~business combinations~~or ~~initiated~~disposal ~~after~~of ~~June~~long-lived assets. ~~30,~~SFAS ~~2001.~~144 ~~Under~~supersedes SFAS ~~142~~No. 121, ~~amortization~~“Accounting for the Impairment of ~~goodwill,~~Long-Lived ~~including~~Assets ~~goodwill~~and ~~recorded~~for inLong-Lived ~~past~~Assets ~~business~~to ~~combinations,~~be ~~will~~Disposed Of.” SFAS 144 ~~discontinue~~retains ~~upon~~fundamental ~~adoption~~provisions of ~~this~~SFAS ~~standard.~~121 ~~The~~related ~~Statement~~to ~~requires~~the ~~goodwill~~recognition and ~~intangible~~measurement of the impairment of long-lived assets to be ~~tested~~held ~~for~~and ~~impairment~~used. ~~The~~In addition, ~~adoption~~SFAS 144 superseded APB Opinion 30, “Reporting the Results of Operations-Reporting ~~these~~the ~~statements~~Effects of Disposal of a Segment of a Business, and ~~will~~Extraordinary, ~~have~~Unusual noand ~~impact~~Infrequently onOccurring Events and Transactions”. SFAS 144 extended the ~~OP's~~reporting ~~results~~of a discontinued operation to a “component of an entity”. Thus, the operations of assets sold or ~~its~~held ~~financial~~for ~~position~~sale are presented as discontinued operations in the OP’s statement of income.

In ~~August~~June ~~2001~~2002, FASB issued ~~SFAS~~Statement of Financial Accounting Standards No. ~~143~~146, "“Accounting for ~~Asset Retirement~~Costs ~~Obligations"~~Associated with Exit or Disposal Activities” ("“SFAS ~~143"~~146”) which iswas effective ~~January~~for 1,exit ~~2003.~~or ~~SFAS~~disposal ~~143~~activities ~~requires~~initiated ~~the~~after ~~recording~~December of31, ~~the~~2002. ~~fair~~SFAS ~~value~~146 ofrequires that a liability for a cost associated with an ~~asset~~exit or disposal activity be recognized and ~~retirement~~measured ~~obligation~~initially inat ~~the~~fair ~~period~~value, inonly ~~which~~when itthe liability is incurred. ~~The~~See OPnote 6 ~~does~~to ~~not expect~~financial ~~this~~statements ~~pronouncement~~for discussion related to ~~have~~the aestimated ~~material~~future ~~impact~~costs to onbe incurred in connection with the ~~OP's~~future ~~results~~operations of ~~operations~~ orChelsea ~~financial position~~Interactive.

In ~~October~~November ~~2001~~2002, the FASB issued ~~Statement~~No. of45, ~~Financial~~“Guarantor’s Accounting ~~Standard~~and ~~No.~~Disclosure ~~144,~~Requirements ~~"Accounting~~ for ~~the~~Guarantees, ~~Impairment~~Including orIndirect Guarantees ~~Disposal~~of Indebtedness of Others” (“FIN 45”). FIN 45 requires ~~Long-Lived~~certain ~~Assets"~~guarantees to be recorded at fair value, ~~which~~instead ~~addresses~~of ~~financial~~recording ~~accounting~~a liability only when a loss is probable and ~~reporting~~reasonably ~~for~~estimable, ~~the~~as those terms ~~impairment~~are ordefined ~~disposal~~in ofFASB ~~long-lived~~Statement ~~assets~~No. ~~This~~5, ~~standard~~Accounting ~~harmonizes~~for ~~the~~Contingencies. FIN 45 also ~~accounting~~requires ~~for~~a ~~impaired~~guarantor ~~assets~~to ~~and~~make ~~resolves~~significant ~~some~~new ofdisclosures, even when the likelihood ~~implementation~~of ~~issues~~making ~~as originally~~any ~~described~~payments inunder ~~SFAS~~the ~~121~~guarantee is remote. The ~~new~~disclosure requirements ~~standard~~of ~~becomes~~FIN 45 are effective for ~~the~~financial OPstatements of interim or ~~January~~annual 1periods ending after December 15, 2002. The OP ~~does~~adopted ~~not~~the ~~expect~~disclosure provisions ~~this~~of ~~pronouncement~~FIN 45 effective December 31, 2002. FIN 45’s initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The adoption of FIN 45 did not have a material impact on the OP'’s ~~results~~financial ofposition ~~operations~~ or ~~financial~~the results ~~position~~of operations.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”). FIN 46 clarifies the application of existing accounting pronouncements to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The provisions of FIN 46 will be immediately effective for all variable interests in variable interest entities created after January 31, 2003. The OP has not created any variable interest entities subsequent to January 31, 2003. In December 2003, FASB issued a revision to Interpretation 46 (“FIN 46-R”) to clarify the provisions of FIN 46. The application of FIN 46-R is effective for public companies, other than small business issuers, after March 15, 2004. The OP does not believe that FIN 46-R will have a significant impact on the OP’s financial statements.

CPG Partners, L.P.
Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Principles (continued)

Recently Issued Accounting Pronouncements (continued)

April 30, 2003, FASB issued SFAS No.149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS 149”). SFAS 149 amends and clarifies the accounting guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities “(“SFAS 133”). SFAS 149 also amends certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivatives in the entirety or that contain embedded derivatives that warrant separate accounting. SFAS 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions, and (2) for hedging relationships designed after June 30, 2003. The guidance is to be applied prospectively. The adoption of SFAS 149 did not have a material impact on the OP’s financial condition, results of operations or cash flows.

In May 2003, FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS 150”). This statement establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. It is to be implemented by reporting the cumulative effect of a change in accounting principle for financial instruments created before the issuance date of the statement and still existing at the beginning of the interim period of adoption. The implementation of SFAS 150 did not have a material impact on the OP’s financial condition, results of operations or cash flows.

Reclassifications

Certain amounts in the ~~2000~~2002 and 2001 financial statements have ~~been~~ been reclassified to conform to the ~~2001~~2003 presentation.

3. Acquisitions and Dispositions

On September 25, 2001, the OP acquired 32 shopping centers from Konover Property Trust, Inc. and its affiliates ("Konover"). The purchase price was $182.5 million, including the assumption of $131.0 million of non-recourse debt. This purchase price was preliminarily allocated to each of the centers. One of these centers was acquired subject to a repurchase agreement and was sold back to Konover on December 3, 2001, at the established cost basis of $2.5 million. One of the centers acquired meets the OP's criteria for classification as a Premium Portfolio center. The other 30 centers contain 4.3 million square feet and are classified as Other Retail Centers. The accompanying financial statements include the operations of the acquired centers from the acquisition date. Acquisitions

~~The~~In ~~following~~June ~~condensed~~2003, ~~pro~~the ~~forma~~OP purchased The Crossings Factory Stores (~~unaudited~~“The Crossings”), ~~information assumes~~a ~~the~~390,000 ~~acquisition~~square-foot ~~had~~outlet ~~occurred~~center onlocated ~~January~~in Tannersville, 1Pennsylvania, ~~2000~~for $111.3 million, including closing costs, and assumed a $60.7 million 5.85% mortgage loan due 2013. The stated interest rate was greater than that available to the ~~sale~~OP for comparable debt. Consequently, the OP recognized a $3.4 million debt premium that will be amortized over the period of the loan, which reduces the effective rate to 5.1%. An additional $5.0 ~~545~~million will be due to the sellers upon the completion of a 21,000 ~~common~~square-foot expansion ~~units~~scheduled ~~also~~to ~~occurred~~open in late 2004, subject to permits. In accordance with the provisions of SFAS 141, the OP allocated the purchase price between land, building and in-place leases. Tenant origination costs of $4.0 million are included in deferred costs on ~~January~~the balance sheet and a net intangible lease liability of $3.1 million is included in other liabilities. The tenant origination costs and intangible lease liability are being amortized over the respective lease terms. For the period ended December 31, ~~2000:~~2003, the OP recognized rental income of $0.5 million related to the amortization of in-place leases.

~~Year~~CPG ~~Ended December 31~~Partners, ~~2001 2000 ------------ ----------- Total~~ ~~revenue~~L.P.~~.................................. $242,726 $228,679~~ ~~Net~~Notes ~~income~~ to ~~common~~Consolidated ~~unitholders................. 64,609 62,626 Earnings~~Financial ~~per unit: Net income to common unitholders................. $3.18 $3.16 Weighted average units outstanding............... 20,336 19,841~~ Statements

In3. Acquisitions ~~October 2001 the OP sold the 35,000 square feet center, Mammoth Premium Outlets to a third party~~ and ~~recognized a loss of approximately~~Dispositions ~~$0.3 million which is included in other income in the accompanying financial statements.~~ (continued)

Acquisitions (continued)

In August 2003, the OP acquired Las Vegas Outlet Center (“Las Vegas”), a 477,000 square-foot outlet center in Las Vegas, Nevada, for $104.0 million including the assumption of a $24.4 million 8.12% mortgage loan due 2012. The stated interest rate was greater than that available to the OP for comparable debt. Consequently, the OP recognized a $1.9 million debt premium that will be amortized over the period of the loan, which reduces the effective rate to 6.29%. As part of the transaction, the OP also acquired Lakeland Factory Outlet Mall (“Lakeland”), a 319,000 square-foot outlet center near Memphis, Tennessee, for an additional $3.5 million. The Lakeland property is being marketed for sale. In accordance with the provisions of SFAS 141, the OP allocated the purchase price between land, building and in-place leases. Tenant origination costs of $4.5 million are included in deferred costs on the balance sheet and a net intangible lease liability of $0.4 million is included in other liabilities. The tenant origination costs and intangible lease liability are being amortized over the respective lease terms. For the period ending December 31, 2003, the OP recognized a charge against rental income of $0.3 million related to the amortization of in-place leases.

On April 1, 2002, the OP became the sole owner of the Orlando Premium Outlets (“Simon-Orlando”) by acquiring Simon Property Group, Inc.’s (“Simon”) 50% undivided ownership interest for $46.6 million in cash and the assumption of $29.7 million of existing mortgage debt and the guarantee related thereto. On June 16, 2002, the OP repaid the outstanding balance of $59.4 million and extinguished the mortgage. After closing the transaction the operating results and balance sheet of Simon-Orlando were consolidated in the accompanying financial statements.

On April 1, 2002, the OP purchased a 305,000 square foot outlet center located in Edinburgh, Indiana for $27.0 million in cash.

On August 20, 2002, the OP became the sole owner of four Premium Outlet centers by acquiring Fortress Registered Investment Trust’s (“Fortress”) 51% undivided ownership interest in the F/C Acquisition Holdings, LLC joint venture (“F/C Acquisition”). The OP paid $58.9 million in cash and assumed $86.5 million of existing mortgage debt on the properties. After closing the transaction the operating results and balance sheet of the four Premium Outlet centers including $169.6 million of existing nonrecourse mortgage debt, were consolidated in the accompanying financial statements.

On November 22, 2002, the OP purchased two outlet centers from JMJ Properties, Inc. (“JMJ”); a 305,000 square-foot center located in Albertville, Minnesota and a 278,000 square foot center located in Johnson Creek, Wisconsin for a total purchase price of $89.5 million. The OP paid $44.9 million in cash and issued 1.3 million limited partnership units with an assigned value of $44.6 million.

On December 19, 2002 the OP acquired four outlet centers for an all cash price of $193.0 million from New Plan Excel Realty Trust, Inc. (“NPXL”). The four properties consist of a 292,000 square foot outlet center located in Jackson, New Jersey; a 391,000 square foot outlet center located in Osage Beach, Missouri; a 329,000 square foot outlet center located in St. Augustine, Florida; and a 300,000 square foot outlet center located in Branson, Missouri.

CPG Partners, L.P.
Notes to Consolidated Financial Statements

3. Acquisitions and Dispositions (continued)

Acquisitions (continued)

The aggregate condensed balance sheet (unaudited) on the date of acquisition of the acquired properties is as follows (in thousands):

                                                         2003               2002
                                                      ----------         ------------

Land                                                   $ 33,660          $100,540
Depreciable property                                    190,716           591,018
Accumulated depreciation                                      -           (15,977)
Other assets                                                945            19,487
                                                       --------          --------
  Total assets                                         $225,321          $695,068
                                                       ========          ========

Mortgage debt                                          $ 90,491          $228,025
Other liabilities                                           383             9,884
                                                       --------          --------
  Total liabilities                                      90,874           237,909
                                                       --------          --------
Net equity                                             $134,447          $457,159
                                                       ========          ========

The following condensed pro forma (unaudited) information assumes that the acquisitions of The Crossings Factory Stores, Las Vegas Outlet Center and Lakeland Factory Outlet Mall had occurred on January 1, 2002. Additionally, it assumes that the effect of the sale of 1.2 million shares of the Company’s common stock in conjunction with The Crossings acquisition and the $100.0 million term loan in conjunction with the Las Vegas acquisition occurred on January 1, 2002 (in thousands)

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

        Total revenue                                            $386,407          $307,284

        Net income to common unitholders                         119,004             54,772

        Earnings per unit:
        Net income to common unitholders                           $2.33              $1.19
        Weighted average common units
          outstanding                                             51,169             45,871

CPG Partners, L.P.
Notes to Consolidated Financial Statements

3. Acquisitions and Dispositions (continued)

Dispositions

In June 2003, the OP sold a 23,000 square-foot Premium Outlet center located in St. Helena, California for $7.4 million, resulting in a gain of approximately $4.7 million. The center partially secured a mortgage note due April 2010 and $5.0 million of the sales proceeds were used to pay down the mortgage loan. Revenues and expenses related to the St. Helena property have been reclassified to discontinued operations in the period of sale and comparable periods in the accompanying financial statements.

In September 2003, the OP realized a gain of approximately $0.9 million from the sale of one of its non-core properties, the former Factory Stores of America at Mesa, Arizona (“Mesa property”). Revenues and expenses connected with the Mesa property have been reclassified to discontinued operations in the period of sale and comparable periods in the accompanying financial statements.

The OP terminated its long-term lease on American Tin Cannery Premium Outlets. Revenues and expenses connected with the ATC property have been reclassified to discontinued operations in the period of termination and comparable periods in the accompanying financial statements.

During June and July 2002, the OP sold four Other Properties centers and two outparcels generating net proceeds of approximately $6.8 million, which approximated the net book value of these properties. Accordingly, no gain or loss on the sales was recognized. The aggregate revenues and net income of the sold properties were $1.2 million and $0.3 million for the year ended December 31, 2002, respectively, and $0.6 million and $0.2 million for the year ended December 31, 2001, respectively.

In November 2002, the OP sold an additional Other Properties center and an outparcel that generated net proceeds of approximately $1.1 million, which resulted in a gain of approximately $0.6 million which is included in other income in the accompanying financial statements. The aggregate revenues and net income of the sold property were $0.6 million and $0.4 million for the year ended December 31, 2002, respectively and $0.1 million and $40,000 for the year ended December 31, 2001, respectively.

In October 2001, the OP sold a Premium Properties center and recognized a loss of approximately $0.3 million that is included as a charge in other income in the accompanying financial statements. The aggregate revenues and net income of the sold property were immaterial to the operations of the OP for the years ended December 31, 2001 and 2000.

4. Rental Properties

The following summarizes the carrying values of rental properties as of December 31 (in thousands):

                                                        2001         2000                                                               2003             2002
                                                                                                              ------------       -------------
  Land and improvements.............................    .      $328  495,324819      $281   460,400227
  Buildings and improvements........................     775,309.       6081,730536,998        1,351,183
  Construction-in-progress..........................       9.          16,356         5838            6,587708
  Equipment and furniture...........................      14.          23,917        12128           19,627056
                                                                                                               ----------       -  ------------
  Total rental property.............................   .       2,072,783        1,127837,906174
                                                           ----------       908,344----------
  Accumulated depreciation and amortization.........    .       (217332,462406)             (175284,692239)
                                                                                                               ----------       -  -------------
  Total rental property, net........................    .      $9101,444740,377      $7321,652552,935
                                                                                                              ===========        ==============

~~Interest~~CPG ~~costs capitalized as part of buildings and improvements were $2.0 million~~Partners, $5L.~~4 million and $3~~P.~~1 million for the years ended December~~ ~~31,~~Notes ~~2001,~~to ~~2000~~Consolidated ~~and~~Financial ~~1999, respectively.~~ Statements

~~Commitments for land, new construction, development, and acquisitions, excluding separately financed joint venture activity, totaled approximately $6~~4.3 ~~million~~Rental ~~and~~Properties ~~$12.8 million at December 31, 2001 and 2000, respectively.~~ (continued)

~~Depreciation~~Interest ~~expense~~costs ~~(including~~capitalized ~~amortization~~as part of ~~the~~buildings ~~capital~~and improvements ~~lease)~~were ~~amounted to~~ $424.93 million, $382.59 million and $352.60 million for the years ended December 31, ~~2001~~2003, ~~2000~~2002 and ~~1999~~2001, respectively.

Commitments for land, new construction, development and acquisitions including the OP’s 50% share of joint venture activity, totaled approximately $49.7 million and $19.1 million at December 31, 2003 and 2002, respectively.

Depreciation expense (including amortization of the capital lease) amounted to $67.3 million, $53.1 million and $42.9 million for the years ended December 31, 2003, 2002 and 2001, respectively.

5. Restricted Cash-Escrows

Restricted cash escrows ~~includes~~include $16.25 million and $3.5 million at December 31, 2003 and 2002, respectively, of escrows and reserve funds for real estate taxes, property insurance, capital and tenant improvements and leasing costs established pursuant to certain mortgage ~~financing~~ ~~agreements and $2.1 million funds held in escrow pursuant to certain~~ loan ~~guarantee arrangements with an unconsolidated investee of the OP~~agreements.

6. Investments in Affiliates

The OP holds interests in several domestic and international joint ventures. Non-controlling investments are accounted for under the equity method. Equity in earnings or losses of these affiliates, and related management advisory, license, leasing and guarantee fees earned are included in income from unconsolidated investments and loss from impairment of Chelsea Interactive in the ~~consolidated~~ accompanying financial statements.

On As of December 2231, ~~2000~~2003 and 2002, the OP’s ~~and~~interests ~~Fortress~~in ~~Registered~~joint ~~Investment~~ventures ~~Trust~~included: ~~("Fortress") acquired four outlet centers from~~ a ~~competitor,~~50% ~~through~~interest ~~a joint~~in ~~venture~~Las ~~known~~Vegas asPremium ~~F/C~~Outlets ~~Acquisition Holdings, LLC~~ (~~"F/C Acquisition"~~“Simon-Las Vegas”) ~~in which~~and ~~the OP has~~ a 4950% interest. ~~The~~in ~~total~~Chicago ~~purchase~~Premium ~~price was $240 million,~~Outlets ~~including~~(“Simon-Chicago”) ~~the~~with ~~assumption~~Simon ~~of approximately $174 million of 6.99% fixed-rate~~(collectively ~~non~~“Simon-~~recourse~~Ventures”); ~~mortgage~~a ~~debt~~40% ~~due~~interest in ~~2008.~~Chelsea InJapan ~~connection with the acquisition~~Co., ~~the~~Ltd. OP(“Chelsea ~~made~~Japan”); ana ~~initial~~50% ~~capital~~interest ~~contribution~~in ofa ~~$32.0~~strategic ~~million~~alliance ~~and~~with ~~subsequently made~~Sordo anMadaleno ~~additional~~y ~~$0.9~~Asociados ~~million~~and ~~contribution.~~affiliates; ~~The~~minority ~~four~~interests ~~premium~~in ~~outlet~~various outlet centers ~~contain approximately 1.6 million square feet of gross leasable area~~ and ~~are~~development ~~located~~projects in ~~Gilroy,~~ ~~California,~~Europe ~~Michigan~~operated ~~City,~~by ~~Indiana,~~Value ~~Waterloo,~~Retail ~~New~~PLC (“Value ~~York~~Retail”); and ~~Kittery, Maine.~~100% ~~The~~of ~~Kittery,~~the ~~Maine~~non-voting ~~center~~preferred isstock ~~subject to a ground lease that terminates in~~of ~~October~~Chelsea ~~2009~~Interactive ~~with~~and ~~eight~~50% ~~extension options~~ of ~~five years each. The OP is primarily responsible for~~ the ~~day~~non-~~to-day~~voting ~~operations~~common ofstock ~~the~~representing ~~joint~~40% ~~venture. Under~~of the ~~terms~~total ofcommon ~~the~~stock. ~~three-year~~As ~~renewable~~of ~~Property~~December ~~Management~~31, ~~Agreement~~2001, the OP’s ~~and its~~investment ~~subsidiary are compensated for management and leasing services. Under the~~in ~~terms~~joint ofventures ~~the~~also ~~Partnership~~included ~~Agreement~~a ~~with~~50% ~~Fortress~~interest ~~net~~in ~~income~~Simon-Orlando ~~or loss~~ and ~~distributions~~ ~~are~~a ~~allocated~~49% interest in ~~accordance~~F/C ~~with the members' equity interests~~Acquisition.

InCPG ~~June 1999~~Partners, ~~the OP entered into an agreement with Mitsubishi Estate Co~~L.~~, Ltd~~P. Notes ~~and Nissho Iwai Corporation~~ to ~~jointly~~Consolidated ~~develop,~~Financial own and operate premium outlet centers in Japan. The OP has a 40% interest in the joint venture that is known as Chelsea Japan Co., Ltd. ("Chelsea Japan"). In conjunction with the agreement, the OP contributed $1.7 million in equity and will provide its share of construction financing and/or loan guarantees. Chelsea Japan opened its initial project, the 220,000 square-foot first phase of Gotemba Premium Outlets, on July 13, 2000. Gotemba is located on the Tomei Expressway, approximately 60 miles west of Tokyo and midway between Mt. Fuji and the Hakone resort area. Chelsea Japan opened its second project, the 180,000 square-foot first phase of Rinku Premium Outlets on November 23, 2000. The center is located outside Osaka, the second-largest city in Japan. Statements

In May 1997, the OP and Simon Property Group, Inc. ("Simon") entered into a joint venture agreement to develop and acquire high-end outlet centers in the United States. The OP and Simon agreed to be co-managing general partners, each with 50% ownership interest in the joint venture and any entities formed with respect to a specific project. Orlando Premium Outlets ("OPO"), a 428,000 square foot 50/50 joint venture that was completed in May 2000, is the only project completed pursuant to this agreement. OPO is located on Interstate 4, midway between Walt Disney World/EPCOT and Sea World in Orlando. The OP has primary responsibility for the day-to-day operations of the center for which it receives a management fee.

The OP has minority interests ranging from 5% to 15% in several outlet centers and outlet development projects in Europe. Five outlet centers, containing approximately 900,000 square feet of GLA, including Bicester Village, outside London, England, La Roca Company Stores outside of Barcelona, Spain, Las Rozas Village outside Madrid, Spain, La Vallee near Disneyland Paris and Maasmechelen Village in Belgium are currently open and operated by Value Retail PLC and its affiliates. One new European project and expansions of two existing centers are in various stages of development and are expected to open within the next two years. The OP sold a portion of its Bicester Village holding to a third party, resulting in a gain of $1.8 million which is included in earnings from unconsolidated investments in the accompanying financial statements.

The OP has a 15% minority interest in a partnership that owns an outlet center located in Guam. The center has been generating operating losses and the OP does not anticipate recovering its investment. In December 2001, the OP wrote down its investment in Guam and recognized a loss of $1.2 million which is included in earnings from unconsolidated investments in the accompanying financial statements. The OP continues to be a partner in the Guam outlet center.

The OP owns 100% of the non-voting preferred stock of Chelsea Interactive, Inc. ("Chelsea Interactive"). The OP also owns 50% of the non-voting common stock representing 40% of the total common stock. Chelsea Interactive, as an unconsolidated investment, has been developing a new technology-based e-commerce platform that provides fashion and other retail brands their own customized direct-to-the-consumer Internet online stores, incorporating e-commerce design, development, fulfillment and customer services. In consideration for such services, Chelsea Interactive is receiving a percentage of each brand's online sales. There is no assurance that this concept will be successful or the future impact on the OP's financial condition or results of operations.

The following is a summary of investments in and amounts due from affiliates during the years ended December 31, 2001 and 2000 (in thousands):

                                          Chelsea                   Chelsea
                                F/C        Japan         Simon     Interactive     Other       Total
                              ---------   ---------     ---------  ------------   ---------   ---------
Balance 12/31/99.............    -        $ 2,010        $12,536     $ 3,217      $ 6,065       $23,828

Initial investment...........  $32,009          -              -           -            -        32,009
Additional
 investment..................      917      2,133            510       29,046         384        32,990
Income (loss) from
 unconsolidated investments..      188      3,211          2,991       (2,364)        333         4,359
Distribution
 and fees....................      (35)    (2,426)        (2,667)           -        (333)       (5,461)
Advances (net)...............       35      1,317          2,552            -           -         3,904
                               ---------  ----------     ----------   ---------    ---------   ---------
Balance 12/31/00.............  33,114      6,245         15,922       29,899       6,449        91,629

Additional investment........    1,528        674              -        9,934           -        12,136
Income (loss) from
 unconsolidated investments..    6,522      3,286          5,492       (5,337)       (275)        9,688
Distribution and fees........   (6,088)    (2,222)       (10,745)           -           -       (19,055)
Sale of investment...........        -          -              -            -      (2,839)       (2,839)
Gain on sale and
(impairment loss)............        -          -              -            -         617           617
Advances (net)...............    1,042      1,313           (946)         360        (256)        1,513
                              ---------    ----------     ---------  ----------    ---------  ----------
Balance 12/31/01............. $ 36,118     $9,296         $9,723     $ 34,856      $3,696      $ 93,689
                              =========    ==========     =========  ==========    =========  =========

6. Investments in Affiliates (continued)

~~The~~In June 2002, the OP's ~~share~~and ofSimon ~~income~~entered ~~before~~into ~~depreciation,~~a ~~depreciation~~50/50 joint ~~expense~~venture to develop and ~~income~~operate ~~from~~Las ~~unconsolidated~~Vegas ~~investments~~Premium Outlets, a 435,000 square-foot single-phase outlet center located in Las Vegas, Nevada, which opened on August 1, 2003. The OP is responsible for ~~the~~financing ~~years~~its ~~ended~~50% ~~December~~share of development costs, or approximately $48.0 million. As of December 31, ~~2001~~2003, the OP had contributed $44.7 million and ~~2000~~capitalized ~~are~~interest asand ~~follows~~other ~~(in~~costs ~~thousands):~~of $2.3 million.

In August 2002, the OP and Simon entered into a new 50/50 joint ~~2001 2000~~ venture to develop and operate Simon-Chicago, a 438,000 square-foot single-~~---------------------------------------- --------------------------------------------~~phase ~~Income~~premium ~~(loss) Income Income~~outlet ~~(loss) from Income~~center ~~(loss) (loss)~~located ~~from before Unconsol~~in Aurora, Illinois, near Chicago. ~~before Unconsol.~~ The center is ~~Depreciation Depr. Investments Depreciation Depr. Investments~~ scheduled to open in mid-~~------------ --------- ------------- ------------- -------- ----------- F/C~~2004.~~............... $9~~ On September 23,~~214 $2~~ 2002,~~69 $6,522 $259 $71 $188~~ Simon-Chicago purchased a ~~Chelsea~~140-acre ~~Japan...... 4~~site,~~676 1~~ including 80 acres of conservation area,~~39 3,286 3,905 694 3,211~~ and commenced ~~Simon~~construction.~~............. 7,374 1,88 5,492 4,250 1,259 2,991~~ The OP is responsible for financing its 50% share of the ~~Other~~development costs, which are expected to be approximately $46.0 million.~~............ 342 - 342 333 - 333~~ As of ~~------------- --------- ------------- ---------- -------- ---------- Total........... $21~~December 31,~~606 $5~~ 2003,96 the OP had contributed $~~15,642 $8,747 $2,024 $6,723~~26.7 million and capitalized interest ~~============= ========= ============= ========== ======== ========== Chelsea~~and ~~Interactive. (~~other costs of $~~2,449) $2,88 ($5,337) ($~~1~~,719) $645 ($2,364) ============= ========= ============= ========== ======== ==========~~ .5 million.

In June 1999, the OP entered into an agreement with Mitsubishi Estate Co., Ltd. and Nissho Iwai Corporation to jointly develop, own and operate Premium Outlet centers in Japan. The OP ~~had~~has a 40% interest in Chelsea Japan. In conjunction with the agreement, the OP contributed $01.37 million ~~income~~in ~~from~~equity ~~unconsolidated~~and provides ~~investments~~its ~~during~~share of construction financing and/or loan guarantees. Chelsea Japan opened its initial project, the ~~year~~220,000 square-foot first phase of Gotemba ~~ended~~Premium ~~December~~Outlets, 31on July 13, ~~1999~~2000. ~~from~~Gotemba has grown to 390,000 square feet with the completion of its ~~other~~170,000 ~~investments~~square-foot second phase that opened in July 2003. Gotemba is located on the Tomei Expressway, approximately 60 miles west of Tokyo and midway between Mt. Fuji and the Hakone resort area. Chelsea Japan opened its second project, located outside Osaka, the second-largest city in Japan, the 180,000 square-foot first phase of Rinku Premium Outlets on November 23, 2000. Rinku increased to 250,000 square feet in March 2002, upon opening its 70,000 square-foot second phase. Rinku’s 70,000 square-foot third phase is scheduled to open in late 2004. Chelsea Japan’s third project, the 180,000 square foot first phase of Sano Premium Outlets opened in March 2003 and in Fall 2004, Sano is scheduled to open its 55,000 square foot second phase. Sano is located 40 miles north of Tokyo off Tohoku Expressway.

~~Condensed~~In ~~financial~~May ~~information~~2002, asthe ofOP ~~December~~entered 31into a 50/50 joint venture agreement with Sordo Madaleno y Asociados and affiliates to jointly develop Premium Outlet centers in Mexico. Construction on the 230,000 ~~2001~~square-foot first phase of Punta Norte Premium Outlets commenced in July 2003 and the center is scheduled to open in late 2004. The OP is responsible for financing its 50% share of project costs of approximately $15.0 million. As of December 31, 2003, the ~~year~~OP ~~then~~contributed ~~ended~~$2.5 million. ~~for~~In ~~F/C~~January 2004, ~~Chelsea~~an ~~Japan~~affiliate ~~and~~of ~~Simon~~the ~~(which~~OP ~~are~~entered ~~included~~into ina 180.0 million ~~"Retail")~~Peso ~~and~~denominated ~~Chelsea~~credit ~~Interactive~~facility which is asguaranteed ~~follows:~~by the OP to fund its share of construction costs.

~~Chelsea~~At December 31, 2003 and 2002, the OP had minority interests ~~Retail Interactive~~ranging from 3% to 8% and 5% to 15% at December 31, 2001, in several outlet ~~----------- -------------~~centers and outlet development projects in Europe. Five outlet centers, containing approximately 900,000 square feet of GLA, including Bicester Village, ~~Property~~outside London, ~~plant~~England, ~~and~~La ~~equipment~~Roca ~~(net)................ $355~~OP Stores outside of Barcelona,~~427 $29~~ Spain,~~923~~ Las ~~Total~~Rozas ~~assets....................................... 409~~Village outside Madrid,~~944 34~~ Spain,~~963~~ La Vallee near Disneyland Paris and ~~Long~~Maasmechelen ~~term~~Village ~~debt~~in Belgium are currently open and operated by Value Retail PLC and its affiliates.~~.................................... 282~~ In July 2002,~~057~~ ~~(1) -~~the OP sold approximately 40% of its ~~Total~~holdings ~~liabilities~~in Value Retail to a third party for $11.~~................................. 321~~4 million,~~854 2,665~~ resulting in a gain ~~Net~~of ~~income~~approximately ~~(loss)~~$10.9 million which was recorded as a gain on sale of unconsolidated investments in the accompanying financial statements.~~................................ 20~~ In 2001,~~812 (11,976)~~ the OP's ~~share~~sold a portion of ~~net~~its ~~income~~Bicester ~~(loss)~~Village holding resulting in a gain of $1.~~................... 10~~8 million,~~013 (5~~ which was included in gain on sale of unconsolidated investments,~~337)~~ ~~Fee~~net ~~income......................................... 5,286~~ of write- down in the accompanying financial statements.

~~(1)~~CPG ~~Includes long-term debt of $170.5 million in F/C~~Partners, ~~$58~~L.5P. ~~million~~Notes into ~~Simon~~Condensed ~~and~~Consolidated ~~$53.1~~Financial ~~million in Chelsea Japan.~~ Statements

6. Investments in Affiliates (continued)

The OP and Simon entered into a 50/50 joint venture agreement to develop and operate Simon-Orlando a 428,000 square foot center that was completed in May 2000 and is located on Interstate 4, midway between Walt Disney World/EPCOT and Sea World in Orlando. In April 2002, the OP purchased Simon’s 50% undivided ownership interest in the center for $46.6 million in cash and assumed Simon’s $29.7 million pro-rata share of existing mortgage debt. The operations and balance sheet of the center are consolidated in the accompanying financial statements from the buyout date.

In December 2000, the OP and Fortress acquired four outlet centers from a competitor, through F/C Acquisition in which the OP had a 49% interest. The total purchase price was $240.0 million, including the assumption of approximately $174.0 million of 6.99% fixed-rate non-recourse mortgage debt due in 2008. In July 2002, Fortress exercised its option under the F/C Limited Liability Company Agreement to invoke the “Buy/Sell Right” which gave the OP the option to sell its 49% ownership interest in F/C Acquisition or buy the partner’s 51% ownership interest. On August 20, 2002, the OP exercised its right to buy the 51% interest for cash of $58.9 million and assumed $86.5 million of existing mortgage debt on the properties. The operations and balance sheet of the four F/C Acquisition Premium Outlet centers have been consolidated in the accompanying financial statements from the buyout date.

In December 2001, the OP had a 15% minority interest in a partnership that owns an outlet center located in Guam. The center had been generating operating losses and the OP did not anticipate recovering its investment. Therefore, in December 2001, the OP wrote off its investment in Guam and recognized a loss of $1.2 million which is included in gain on sale of unconsolidated investments, net of write-down in 2001 in the accompanying financial statements. During the year ended December 31, 2002, the OP withdrew as a partner in the Guam outlet center.

Chelsea Interactive

At December 31, 2002, the OP recognized an impairment loss equal to the net book value of its investment in Chelsea Interactive. The OP believes that it will not be able to recover the net book value of its investment in Chelsea Interactive through future cash flows. A $2.5 million funding loss was reported for the year ended December 31, 2003. Future funding by the OP will be reported as a loss in the period funding is required. Through December 31, 2003, the OP had funded $54.9 million and anticipates that funding to Chelsea Interactive will not reach the OP’s funding limit of $60.0 million. On February 17, 2004, the OP announced a joint venture between Chelsea Interactive and a publicly traded third party, GSI Commerce, Inc. Under the terms of the agreement, Chelsea Interactive will no longer operate its e-commerce technology, but will retain a minority interest in GSI-Chelsea Solutions. Chelsea Interactive’s largest clients have entered into service agreements with GSI-Chelsea Solutions and will transition e-commerce activities to the GSI-Chelsea platform by the second quarter of 2004.

CPG Partners, L.P.
Notes to Consolidated Financial Statements

The following is a summary of investments in and amounts due from affiliates at December 31, 2003 and 2002 (in thousands):



                                                   Chelsea     Simon-    Simon-        Chelsea
                                        F/C        Japan       Orlando   Ventures      Interactive    Other     Total
                                      --------     --------    -------   -----------   -----------   -------    ------
Balance December 31, 2001........     $36,118      $9,296      $9,723    $      -      $34,856        $3,696    $93,689

Additional
   investment.......................        -         655           -      31,281       13,508           303     45,747
Income (loss) from
  unconsolidated
    investments..................       4,331       4,136       1,310           -      (13,386)           25     (3,584)
Distributions and fees...........      (2,841)     (2,528)       (250)          -            -             -     (5,619)
Buyout reclassifications.........     (36,531)          -      (9,199)          -            -             -    (45,730)
Impairment loss..................           -           -           -           -      (34,370)            -    (34,370)
Disposition......................           -           -           -           -            -          (382)      (382)
Advances (net)...................      (1,077)        912      (1,584)        638         (608)          (35)    (1,754)
                                     --------     -------    --------     -------     --------        ------   --------
Balance December 31, 2002........    $      -     $12,471    $      -     $31,919     $      -        $3,607    $47,997
                                     ========     =======    ========     =======     ========        ======    =======



                                              Chelsea   Simon-    Simon-     Chelsea       Chelsea
                                   F/C        Japan     Orlando   Ventures   Interactive   Mexico     Other     Total
                                 --------     --------  -------   --------   -----------   -------    ------    -----

Balance December 31, 2002......   $     -    $12,471    $     -    $31,919   $      -      $     -     $3,607    $47,997

Additional
  Investment...................         -      1,591          -     43,965          -         6,212        26     51,794
Income (loss) from
  unconsolidated
    investments................         -      8,574          -      2,432          -             -        -       11,006
Distributions and fees.........               (5,102)         -     (2,754)         -             -        -       (7,856)
Foreign exchange...............         -        503          -          -          -             -        -          503
Advances (net).................         -      1,424          -      2,177          -             -        23       3,624
                                  --------   --------   --------   --------  --------        --------  -------- ---------
Balance December 31, 2003......   $     -    $19,461    $     -    $77,739   $      -         $6,212   $3,656   $107,068
                                  ========   ========   ========   ========  ========         ======== ======== ========

CPG Partners, L.P.
Notes to Condensed Consolidated Financial Statements

The OP’s share of income before depreciation, depreciation expense and income from unconsolidated investments for the years ended December 31, 2003, 2002 and 2001 is as follows (in thousands):



                                                           Chelsea      Simon-        Simon
For the Year Ended:                                F/C      Japan       Orlando      Ventures
                                              ---------    ---------    ---------    -----------
December 31, 2003
Income (loss) before depreciation.........      $    -      $11,923       $  -         $ 3,152
Depreciation..............................           -        3,349          -             720
                                              ---------   ---------    ---------    -----------
Income(loss) from unconsol. investment....      $    -      $ 8,574       $  -         $ 2,432
                                              =========   =========    =========    ===========
December 31, 2002
Income (loss) before depreciation.........      $6,178      $ 5,932       $1,833       $    -
Depreciation..............................       1,847        1,796          523            -
Impairment loss...........................           -            -            -            -
                                              ---------   ---------    ---------    -----------
Income (loss) from unconsol. investment...      $4,331       $4,136       $1,310       $    -
                                              =========    =========   =========    ===========
December 31, 2001
Income (loss) before depreciation..........     $9,214       $4,676       $7,374       $    -
Depreciation...............................      2,692        1,390        1,882            -
                                              ---------   ---------    ---------    -----------
Income (loss) from unconsol. investment..       $6,522       $3,286       $5,492       $    -
                                              =========    =========    =========    ===========

                                                                        Chelsea
For the Year Ended:                           Other       Total        Interactive
                                             --------    ----------   -------------
December 31, 2003
Income (loss) before depreciation.........  $    -       $15,075        $   (1)
Depreciation..............................       -         4,069              -
                                            --------    ----------    -------------
Income(loss) from unconsol. investment....  $    -       $11,006        $     -
                                            ========    ==========    =============
December 31, 2002
Income (loss) before depreciation.........  $   25       $13,968        $(5,115)
Depreciation..............................       -         4,166          8,271
Impairment loss...........................       -             -        (34,370)
                                            --------    ----------    -------------
Income (loss) from unconsol. investment...  $   25       $ 9,802       $(47,756)
                                             ========    ==========   =============
December 31, 2001
Income (loss) before depreciation.........  $ (275)      $20,989       $ (2,449)
Depreciation..............................       -         5,964          2,888
                                            --------    ----------    -------------
Income (loss) from unconsol. investment..   $ (275)      $15,025       $ (5,337)
                                             ========    ==========   =============

(1) A $2.5 million funding loss was reported for the year ended December 31, 2003.

CPG Partners, L.P.
Notes to Consolidated Financial Statements

Condensed financial information as of December 31, 2003 and 2002, and for the years then ended for Chelsea Japan and Simon-Ventures (which are included in “Real Estate”) and Chelsea Interactive is as follows (in thousands):


                                                                                  Chelsea
                                                                Real Estate     Interactive
                                                                --------------  -------------
Property, plant and equipment (net)
     December 31, 2003.........................................    $288,780     $        -
     December 31, 2002.........................................     140,057              -

Total assets
     December 31, 2003.........................................     380,426              -
     December 31, 2002.........................................     190,157          1,887

Long term debt (1)
     December 31, 2003.........................................     129,731              -
     December 31, 2002.........................................      75,139              -

Total liabilities
     December 31, 2003.........................................     220,238          1,352
     December 31, 2002.........................................     119,886          1,548

Net income (loss)
     December 31, 2003.........................................      12,717         (2,518)
     December 31, 2002.........................................      12,594        (14,247)

OP's share of net income (loss)
     December 31, 2003.........................................       5,488         (2,518)
     December 31, 2002.........................................       5,795        (13,386)

Fee income
     December 31, 2003.........................................       5,518              -
     December 31, 2002.........................................       3,982              -

(1) Long-term debt in 2003 and 2002 consists of borrowings related to Chelsea Japan.

7. Deferred Costs

The following summarizes the carrying amounts for deferred costs as ofat December 31, 2003 ~~2001~~ and ~~2000~~2002 (in thousands):

                                                        2001
                                                                      2003          20002002
                                                                                                                  ------------  ------------

Lease costs....................................................    $2429,152609       $2228,546074
FAS 141 lease adjustment.......................................      8,536             -
Financing costs................................................     1610,977        14506         9,875200
Development costs..............................................      82,349           129311         1,572
Other..........................................................        871371           871
                                                                                                                  ------------  ------------
Total deferred costs...........................................     5051,349333        3839,421717
Accumulated amortization.......................................    (2728,815344)      (23,535011)
                                                                                                                  ------------  ------------
Total deferred costs, net......................................    $22,534989       $1416,886706
                                                                                                                  ============  ============

CPG Partners, L.P.
Notes to Consolidated Financial Statements

8. Non-Compete Agreement

In October 1998 the OP sold its interest in and terminated the development of Houston Premium Outlets, a joint venture project with Simon. Under the terms of the agreement, the OP received non-compete payments totaling $21.4 million from The Mills Corporation; $3.0 million at closing and four annual installments of $4.6 million, terminating in January 2002. The January 2002 payment had a $0.3 million legal escrow reserve withheld. The revenue is being recognized on a straight-line basis over the term of the non-compete agreement and the OP recognized income of $5.1 million during the years ended December 31, ~~2001,~~2002 ~~2000~~ and ~~1999~~2001. Such amounts are included in other income in the accompanying financial statements.

9. ~~Debt~~Other Assets

The following summarizes the components of other assets at December 31 (in thousands):

                                                     2003            2002
                                                ------------      -----------

Sales tax receivable............................   $10,728          $11,708
Prepaid expenses................................    10,680            9,902
Deferred compensation...........................     8,800            6,400
Non-compete receivable..........................       300              300
Due from equity investees.......................         -              136
Other...........................................     2,240            1,654
                                                  ------------   ----------
Total other assets.............................    $32,748          $30,100
                                                  ============   ==========

CPG Partners, L.P.
Notes to Consolidated Financial Statements

10. Debt

Unsecured Bank Debt

The OP has a $~~160~~200.0 million senior unsecured bank line of credit (the "“Senior Credit Facility"”). ~~The~~with ~~Senior Credit Facility had~~ an ~~initial~~ expiration date of March 3031, 2005, ~~2001~~which ~~and~~the ~~was extended through March 2004. The~~ OP has anthe ~~annual~~ right to ~~request~~extend auntil ~~one-year~~March ~~extension~~31, ~~of the Senior Credit Facility that may be granted at the option of the lenders~~2006. The Senior ~~Credit~~ Credit Facility bears interest on the outstanding balance, payable monthly, at a ~~rate~~ rate equal to the London Interbank Offered Rate ("“LIBOR"”) plus 10.0595% (42.2109% at December 31, ~~2001~~2003) or the prime rate, at the OP'’s option. The LIBOR rate spread ranges from 0.85% to 1.2550% depending on the OP'’s Senior Debt rating. AThe ~~fee~~OP ~~on the~~received ~~unused~~a ~~portion~~debt ofrating ~~the~~upgrade ~~Senior~~in ~~Credit~~July ~~Facility~~2003, isresulting ~~payable~~in ~~quarterly~~a reduction atof ~~rates ranging~~the ~~from~~LIBOR ~~0.15%~~rate spread to 0.2595% ~~depending~~from ~~on the balance outstanding~~1.05%. At December 31, ~~2001~~2003, ~~the entire~~ $~~160~~99.0 million was ~~available~~outstanding under the Senior Credit Facility.

The OP also has a $5.0 million term loan ~~(the "Term Loan")~~ that carries the same interest rate and maturity as the Senior Credit Facility.

The OP has a one-year $100.0 million unsecured bridge loan (the “Bridge Loan Facility”) due July 31, 2004 and has the right to extend the loan until January 31, 2005. The Bridge Loan Facility bears interest on the outstanding balance, payable monthly, at a rate equal to LIBOR plus 0.80% (1.96% at December 31, 2003). The LIBOR rate spread ranges from 0.70% to 1.35% depending on the OP’s Senior Debt rating.

Unsecured Notes

A summary of the terms of the unsecured notes outstanding ~~as of~~at December 31, ~~2001~~2003 and ~~2000~~December 31, 2002, is as follows: (in thousands):

                                                       


                                                            December 31,     Effective
                                                  2001        2000December 31,       Effective
                                                                   2003               2002          Yield (1)
                                                                                                     ------------------   -  ------------  --    --------------

78.75375%   Unsecured Notes due JanuaryAugust 20012005........  $    -        $99,987     7.85%
8.375% Unsecured Notes due August 2005........        $  49,892         952             $  49,877     922          8.44%
7.25250%   Unsecured Notes due October 2007........ .....          124,809        874               124,776     841          7.2939%
8.625%   Unsecured Notes due August 2009........  ......           49,923         943                49,902     933          8.6676%
8.25250%   Unsecured Notes due February 2011....... .....          148,670              -     963               148,817          8.40%
                                              6.875%  Unsecured Notes due June 2012................           99,878                99,825          6.90%
6.000%  Unsecured Notes due January 2013.............          148,193               147,992          6.18%
                                                          ---------    -----------  --------------
    Total                                       unsecured notes                                       $373 621,294       803             $324 621,542330
                                                                                                        =========    ==========  ==============

(1) Including discount on the notes

CPG Partners, L.P.
Notes to Consolidated Financial Statements

10. Debt (continued)

Mortgage Debt

A summary of the terms of the mortgage debt outstanding ~~as of~~ at December 31, ~~2001~~ 2003 and ~~2000~~2002, and the related interest rate and Net Book Value (“NBV”) of the associated collateral ~~("NBV") and interest rate~~ as of December 31, ~~2001~~2003, ~~are~~is as follows (in thousands):

9.

                                                                                     Effective
                                       December  Debt31,            December 31,          Interest
                                              2003                    2002              Rate             NBV
                                      ----------------        ---------------       ------------      -----------
 Due July 2008 (continued1) .............            $164,727                $167,723            7.26%          $252,972

 Due April 2010 (2) ............              61,475                  67,250            7.26%            67,978
 Due December 2012 (3) .........              25,477                       -            6.29%           101,341

 Due December 2012 (4) .........              70,460                  71,482            7.67%            74,416
 Due March 2013 (5) ............              63,495                       -            5.10%           112,650
                                            ---------             -----------                        -----------
                                            $385,634                $306,455                           $609,357
                                          ============            ===========                        ===========

(1)

The F/C mortgage loan was consolidated as part of the August 20, 2002 buyout of Fortress' 51% interest in the F/C Acquisition joint venture. The mortgage bears interest at 6.99% per annum through July 11, 2008, (the "Optional Prepayment Date") and thereafter at a rate equal to the greater of 8.4% plus 5% or the Treasury Rate, as defined, plus 6.5% until the earlier of the date the mortgage is paid in full or its maturity date of July 11, 2028. The mortgage may be prepaid in whole or in part at any time after the Optional Prepayment Date without a prepayment penalty. The mortgage calls for a $1.2 million fixed monthly interest plus principal payment based on a 26-year amortization schedule. The F/C Mortgage Loan had a face value of $169.6 million and a carrying amount fair value of $168.7 million on the buyout date. During the year ended December 31, 2003, the OP recognized $135,000 in debt discount amortization that is included in interest expense in the accompanying financial statements.

(2)

In April 2000, Chelsea Financing entered into a $70.0 million mortgage loan due April 2010 originally secured by its four properties. On June 2, 2003 the OP sold one of the encumbered properties for $7.4 million with an NBV of $2.5 million. Proceeds of $5.0 million were used to pay down the mortgage loan. In February 2004, the OP amended the mortgage loan to unsecure the properties and reduced the interest rate to LIBOR plus 1.25% from LIBOR plus 1.50% (2.62% at December 31, 2003). The loan calls for quarterly principal amortization of $0.25 million through April 2005 and thereafter $0.45 million per quarter until maturity. In December 2000, the OP entered into an interest rate swap agreement to hedge against unfavorable fluctuations in LIBOR rates by fixing the interest rate at 7.26% until January 2006. During the years ended December 31, 2003 and 2002, the OP recognized interest expense of $3.1 million and $2.7 million, respectively on the hedge that is included in interest expense in the accompanying financial statements.

(3)

The mortgage loan due December 2012 was assumed as part of an August 2003 acquisition. The stated interest rate of 8.12% was greater than that available to the OP for comparable debt. Consequently, the OP recognized a $1.9 million debt premium that will be amortized over the period of the loan, which reduces the effective interest rate to 6.29%. The mortgage loan calls for a $0.3 million fixed monthly debt service payment on a 17-year amortization schedule. During the year ended December 31, 2003, the OP recognized approximately $120,000 in debt premium amortization that is included in interest expense in the accompanying financial statements.

(4)

The mortgage loan was assumed as part of a September 2001 acquisition. The stated interest rate of 9.1% was greater than that available to the OP in the public debt markets. Accordingly, the OP recorded a $6.9 million debt premium that will be amortized over the period of the loan which reduces the effective interest rate to 7.67%. The loan calls for fixed monthly debt service payments of $0.5 million for interest plus principal based on a 26-year amortization schedule. The mortgage loan matures in March 2028 but can be prepaid beginning December 2012. During the years ended December 31, 2003 and 2002, the OP recognized $0.5 million and $0.4 million, respectively, in debt premium amortization that is included in interest expense in the accompanying financial statements.

(5)

The mortgage loan due March 2013 was assumed as part of a June 2003 acquisition. The stated interest rate of 5.85% was greater than that available to the OP for comparable debt. Accordingly, the OP recorded a $3.4 million debt premium that will be amortized over the period of the loan, which reduces the effective interest rate to 5.10%. The loan calls for a $0.4 million fixed monthly debt service payment on a 25-year amortization schedule. During the year ended December 31, 2003, the OP recognized approximately $144,000 in debt premium amortization that is included in interest expense in the accompanying financial statements.

CPG Partners, L.P.
Notes to Consolidated Financial Statements

10. Debt (continued)

Mortgage Debt (continued)

~~December~~Following ~~31, Interest 2001 2000 Due~~is ~~Date Rate NBV -------------- ------------ --------------- ----------- ---------- Construction~~a ~~Loan~~schedule ~~(1) $29,531 $21,526 February~~of ~~2003 3.33% $45,625 Bank~~the ~~Mortgage~~estimated ~~Loan~~fair ~~(2) 68,250 69,250 April~~value ~~2010 7.26% 74,462~~of the ~~Mortgage~~OP’s ~~Loan~~debt ~~(3) 72,428 -~~ using current broker quotations at December ~~2012 7.67% 75~~31,~~421 -------------- ------------ ----------- $170~~ 2003,~~209 $90,776 $195,508~~ (in ~~============== ============ ===========~~ thousands):

(1)
                                                 Carrying         Principal         Estimated
             Description                           Value           Balance         Fair InValue
             --------------------------------  --------------   ---------------   --------------

             Fixed FebruaryRate 2000 Chelsea Allen entered into a $40Debt.0 million Construction Loan used to fund the Allen Premium Outlets project. The Construction Loan bears interest equal to LIBOR plus 1.375% (3.33% at December 31...........       $945,962         $938,959        $1,043,232

             Variable 2001)Rate and is guaranteed by the Company and the OPDebt............        265,510          265,510           265,510

~~(2)~~ Interest Inpaid, ~~April~~excluding ~~2000~~amounts ~~Chelsea~~capitalized, ~~Financing~~was ~~entered into a~~ $70.02 million ~~Bank Mortgage Loan secured by its four properties. The Bank Mortgage Loan bears interest equal to LIBOR plus 1.50% (3.64% at December 31~~, ~~2001) or prime rate plus 1.0% and calls for quarterly principal amortization of~~ $ 047.35 million ~~through April 2005~~ and ~~thereafter~~ $034.5 million ~~per~~for ~~quarter until maturity. In December 2000,~~ the OPyears ~~entered~~ended ~~into an interest rate swap agreement effective January 2, 2001 to hedge against unfavorable fluctuations in LIBOR rates by fixing the interest rate at 7.26% until January 2006. As of~~ December 31, ~~2001~~2003, ~~the~~2002 OPand ~~recognized net interest expense of $1~~2001, respectively.~~2 million on the hedge that is included in interest expense in the accompanying financial statements.~~

~~(3)~~ Following ~~The~~is ~~Mortgage~~a ~~Loan~~schedule ~~was assumed as part~~ of the ~~September 25, 2001, Konover acquisition. The stated interest rate of 9.1% was greater than that available to the~~ OP’s ~~in the public~~ debt ~~markets.~~maturities, ~~Accordingly~~including ~~the OP recorded a $6.9 million~~ debt premium that will be amortized over the period of the loan and which reduces the effective interest rate to 7.67%. The loan calls for fixed monthly debt service payments of $0.5 million for interest plus principal based on a 26-year amortization, ~~schedule.~~at ~~The Mortgage Loan matures in March 2028 but can be prepaid beginning~~ December ~~2012. As of December~~ 31, ~~2001~~2003, ~~the OP recognized $0.1 million~~ (in ~~debt premium amortization that is included in interest expense in the accompanying financial statements.~~thousands):

In connection with the September 25                    2004............   $  107, 2001, Konover acquisition, the OP assumed873
$65                    2005.2 million in REMIC loans that included Class A...........      163, B and C Loans with a blended095
stated fixed interest rate of 7                    2006.85%. The OP received a $0.5 million interest.........        9,829
rate spread credit at closing                    2007............      135, reducing the effective annual interest rate to442
3                    2008.71%. The Loans were repaid on December 3..........      157, 2001145
                    Thereafter......      638,088
                                        -------------
                                       $1,211,472
                                        =============

~~Following~~11. isFinancial aInstruments: ~~schedule~~Derivatives ofand ~~the estimated fair value of the OP's debt using current broker quotations at December 31, 2001 (in thousands):~~Hedging

~~Carrying Principal Estimated~~ ~~Description Value Balance Fair~~In ~~Value~~the normal course of business, the OP is exposed to the effect of interest ~~----------------------- -------------- --------------- --------------~~rate changes. The OP limits these risks by following established risk management ~~Fixed~~policies ~~Rate~~and ~~Debt $445~~procedures including the use of derivatives. For interest rate exposures,~~722 $440,678 $459,970~~ derivatives are used primarily to align rate movements between interest rates associated with the OP’s financial assets with interest ~~Variable~~rates ~~Rate~~on ~~Debt $102~~related debt,~~816 $102~~ and manage the cost of borrowing obligations. For foreign currency exposures,~~816 $102,816~~ derivatives are used primarily to align movements between currency rates to protect forecasted returns of fees to the U.S.

Interest paid, excluding amounts capitalized, was $34.5 million, $21.7 million and $24.1 million for the years ended December 31, 2001, 2000 and 1999, respectively.

9. Debt (continued)

Following is a schedule of the OP's debt maturities, including debt premium amortization, as of December 31, 2001:

            2002............       $1,945
            2003............       31,553
            2004............        7,123
            2005............       52,834
            2006............        3,288
            Thereafter......      451,795
                              --------------
                                $548,538
                              ==============

10. Financial Instruments: Derivatives and Hedging

In the normal course of business, the OP is exposed to the effect of interest rate changes. The OP limits these risks by following established risk management policies and procedures including the use of derivatives. For interest rate exposures, derivatives are used primarily to align rate movements between interest rates associated with the OP's leasing income and other financial assets with interest rates on related debt, and manage the cost of borrowing obligations. For foreign currency exposures, derivatives are used primarily to align movements between currency rates to protect forecasted returns of fees to the U.S.

The OP has a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the OP has not sustained a material loss from those instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives.

To manage interest rate and foreign currency risk, the OP may employ options, forwards, interest rate swaps, caps and floors or a combination ~~thereof~~ thereof depending on the underlying exposure. The OP undertakes a variety of borrowings: from lines of credit, to medium- and long-term financings. To reduce ~~overall~~ overall interest cost, the OP uses interest rate instruments, typically interest ~~rate~~ rate swaps, to convert a portion of variable rate debt to fixed rate debt, or ~~even~~ a portion of its fixed-rate debt to variable rate. Interest rate ~~differentials~~ differentials that arise under these swap contracts are recognized in interest expense over the life of the contracts. ~~The resulting cost of funds is usually lower than that which would have been available if debt with matching characteristics was issued directly.~~

~~Interest~~CPG ~~rate swaps that are designated as cash flow hedges hedge the future cash outflows on debt. Interest rate swaps that convert variable payments to fixed payments~~Partners, ~~interest rate caps, floors, collars, and forwards are cash flow hedges~~L. Unrealized gains and losses in the fair value of cash flow hedges are reported on the balance sheet with a corresponding adjustment to Accumulated Other Comprehensive Income to the extent they are offsetting and otherwise qualify in the period for cash flow hedge accountingP. ~~Over~~Notes ~~time, the unrealized gains and losses held in Accumulated Other Comprehensive Income will be reclassified~~ to ~~earnings.~~Consolidated ~~This~~Financial reclassification occurs over the same time period in which the hedged items affect earnings. The OP hedges its exposure to variability in future cash flows for forecasted transactions other than those associated with existing floating-rate debt over a maximum period of 12 months. During the forecast period, unrealized gains and losses in the hedging instrument will be reported in Accumulated Other Comprehensive Income. Once the hedged transaction takes place, the hedge gains and losses will be reported in earnings during the same period in which the hedged item is recognized in earnings. Statements

~~The notional value and fair value of the swap provide an indication of the extent of the OP's involvement in financial derivative instruments at December 31, 2001~~11. ItFinancial ~~does~~Instruments: ~~not~~Derivatives ~~represent exposure to credit, interest rate or market risks. At year end, the swap was reported at its fair value~~ and ~~classified as other liabilities of $3.1 million. As of December 31,~~Hedging 2001, there were $3.1 million in deferred losses, and represented in other comprehensive income, a partner's capital account. Within the next twelve months, the OP expects to reclassify to earnings approximately $0.8 million of the current balance held in accumulated other comprehensive loss related to the interest rate swap. (continued)

As Interest rate swaps that are designated as cash flow hedges hedge the future cash outflows on debt. Interest rate swaps that convert variable payments to fixed payments, interest rate caps, floors, collars, and forwards are cash flow hedges. Unrealized gains and losses in the fair value of ~~December~~cash 31flow hedges are reported on the balance sheet with a corresponding adjustment to Accumulated Other Comprehensive Income to the extent they are offsetting and otherwise qualify in the period for cash flow hedge accounting. Over time, ~~2001~~the unrealized ~~---------------------------------------------------~~gains and losses held in Accumulated Other Comprehensive Income will be ~~Hedge~~reclassified ~~Type Notional~~to ~~Value Rate Maturity Fair~~earnings ~~Value~~through interest expense. This reclassification occurs over the same time period in which the hedged items affect earnings. The OP hedges its exposure to variability in future cash flows for forecasted transactions other than those associated with existing floating-~~--------- -------------- ---- -------- ----------~~rate debt over a ~~Swap~~maximum period of 12 months. During the forecast period, ~~Cash~~unrealized ~~Flow $68~~gains and losses in the hedging instrument will be reported in Accumulated Other Comprehensive Income.3 ~~mil~~ Once the hedged transaction takes place, the hedge gains and losses will be reported in earnings during the same period in which the hedged item is recognized in earnings. During 2003, the OP paid down approximately $5.~~7625% 1/1/06 (~~0 million of hedged debt and reclassed approximately $30.15 million ~~mil)~~out of accumulated other comprehensive loss to other expenses. The ineffective portion of the hedge will be marked to market through earnings.

In The ~~March~~notional ~~2001,~~value ~~the~~and OPfair ~~entered~~value ~~into~~of athe ~~yen~~swap ~~forward~~provide ~~contract~~an ~~with~~indication aof the ~~notional~~extent ~~value~~ of ~~$1.4~~the ~~million~~OP’s ~~and~~involvement ain ~~fair~~financial ~~value~~derivative ofinstruments $0at December 31, 2003.04 ~~million~~It asdoes anot ~~hedge against~~represent ~~its~~exposure ~~yen-denominated~~to ~~receivable~~credit, interest rate or market risks. OnAt ~~June~~December 2131, ~~2001~~2003, and 2002, the ~~receivable~~swap was reported at its fair value and ~~yen~~classified as other liabilities in the accompanying financial ~~forward~~statements ~~contract~~of ~~were~~$4.8 ~~settled~~million and $6.7 million, respectively. Within the next twelve months, the OP ~~received~~expects to reclassify to earnings approximately $12.4 7 million. of the current balance held in accumulated other comprehensive loss related to the interest rate swap.

11
                                              As of December 31, 2003
                        Hedge Type             Notional Value    Rate            Maturity        Fair Value
                       -----------            ----------------   -----           --------        -----------
                   Swap, Cash Flow             $66.5 Preferredmil        5.7625%           1/1/06         ($4.8 Unitsmil)

~~September~~ During ~~1999~~2002, the OP ~~completed~~had aJapanese ~~private~~yen ~~sale~~forward ofcontracts ~~$65~~with ~~million of~~a ~~Series~~notional Bvalue ~~Cumulative Redeemable Preferred Units ("Preferred Units") to an~~of ~~institutional~~255 ~~investor. The private placement took the form of 1.3~~ million ~~Preferred~~ ~~Units~~yen atand a ~~stated~~fair value of $5010,000 ~~each.~~as ~~The~~a ~~Preferred~~hedge ~~Units~~against ~~may~~its yen-denominated bereceivable ~~called at~~due ~~par~~from onChelsea orJapan. ~~after~~During ~~September~~the ~~2004~~year ended December 31, ~~have~~2002, nothe ~~stated~~receivable ~~maturity~~and oryen ~~mandatory redemption~~forward ~~and~~contracts ~~pay~~were asettled ~~cumulative~~and ~~quarterly~~the OP ~~dividend~~received at$1.9 anmillion ~~annualized~~and ~~rate~~recognized ~~of 9.~~a $0%.1 ~~The~~million ~~Preferred~~foreign ~~Units~~exchange ~~are~~loss, which ~~exchangeable~~is ~~into~~included ~~Series~~in Bincome ~~Cumulative~~from ~~Redeemable Preferred~~unconsolidated ~~Stock~~investments ofin the ~~Company~~accompanying financial ~~after ten years~~statements.

12 During 2001, the OP entered into a yen forward contract with a notional value of $1.4 ~~Preferred~~million ~~Stock~~and a fair value of $40,000 as a hedge against its yen-denominated receivable. During the year ended December 31, 2001 the receivable and yen forward contract were settled and the OP received $1.4 million.

~~In October 1997, the Company issued 1~~12.0 ~~million shares of non-voting 8.375% Series A Cumulative Redeemable~~ Preferred Stock (the "Preferred Stock"), par value $0.01 per share, having a liquidation preference of $50 per share. The Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. The Preferred Stock is redeemable on or after October 15, 2027 at the Company's option. Net proceeds from the offering, which were contributed to the OP for preferred units, were used to repay borrowings under the OP's Credit Facilities. On February 15, 2002 the Company redeemed and retired 136,500 shares of Preferred Stock at a net price of $47 per share. Units

13In September 1999, the OP completed a private sale of $65 million of Series B Cumulative Redeemable Preferred Units (“Preferred Units”) to an institutional investor. ~~Lease~~The ~~Agreements~~private placement took the form of 1.3 million Preferred Units at a stated value of $50 each. The Preferred Units may be called at par on or after September 2004, have no stated maturity or mandatory redemption and pay a cumulative quarterly dividend at an annualized rate of 9.0%. The Preferred Units are exchangeable into Series B Cumulative Redeemable Preferred Stock of the Company after ten years. Activity related to the Preferred Units is included in partner’s capital account.

~~The~~CPG OPPartners, ~~is the lessor and sub-lessor of retail stores under operating leases with term expiration dates ranging from 2002 to 2020~~L. ~~Most leases are renewable for five years after expiration of the initial term at the lessee's option~~P. ~~Future minimum lease receipts under non-cancelable operating~~ ~~leases~~Notes asto ofConsolidated ~~December~~Financial ~~31, 2001, exclusive of renewal option periods, were as follows (in thousands):~~ Statements

~~2002~~13............ $141,156 2003............ 127,544 2004............ 106,834 2005............ 82,691 2006............ 59,433 Thereafter...... 147,328 -------------- $664,986 ============== Preferred Stock

13 In October 1997, the Company issued 1.0 ~~Lease~~million ~~Agreements~~shares of non-voting 8.375% Series A Cumulative Redeemable Preferred Stock (~~continued~~the “Preferred Stock”), par value $0.01 per share, having a liquidation preference of $50 per share. The Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. The Preferred Stock is redeemable on or after October 15, 2027, at the OP’s option.

~~In 1987, a predecessor partnership entered into a lease~~ ~~agreement~~During ~~for property in California. Land was estimated to be approximately 37% of~~ the ~~fair~~year ~~market~~ended ~~value~~December of31, ~~the property~~2002, ~~and accordingly~~ the ~~portion~~Company ofredeemed the lease attributed to land is classified as an operating lease. The portion attributed to building is classified as a capital lease as the present value of payments related to the building exceeded 90% of its fair value at inception of the lease. The initial lease term was 25 years with two options of 5 and ~~4 1/2~~retired ~~years~~136,500 ~~respectively.~~shares ~~The lease provides for additional rent based on specific levels~~ of ~~income~~Preferred ~~generated~~Stock byat ~~the~~a ~~property.~~net Noprice ~~additional rental payments were incurred during 2001, 2000 or 1999. The OP has the option to cancel the lease upon six months written notice and six months advance payment~~ of ~~the~~$47 ~~then~~per ~~fixed monthly~~share ~~rent. If the lease is canceled, the building~~ and ~~leasehold improvements revert to the lessor. In August 1999~~66, ~~the OP amended its capital lease to reduce~~552 ~~rent~~shares ~~payments~~at ~~through December 2004 resulting in~~ a ~~writedown~~net ofshare ~~the asset and obligation~~ of $247.725 ~~million~~per ~~and $6~~share.~~0 million, respectively. The difference of $3.3 million will be recognized on a straight-line basis over the remaining term of the amended lease that ends December 2004.~~

14. Common Stock

In June 2003, the Company sold 1.2 million shares of common stock at a price of $42.10 per share, yielding net proceeds after expenses of $49.4 million, which were used to fund the Crossings acquisition.

In November 2002, the Company sold 3.5 million shares of common stock at a price of $34.65 per share, yielding net proceeds after expenses of $118.8 million, which were used to fund the NPXL acquisition.

On May 1, 2002, the Company declared a 2-for-1 stock split on the Company’s common shares. The stock dividend was paid May 28, 2002, to stockholders of record on May 14, 2002.

15. Lease Agreements

The OP is the lessor and sub-lessor of retail stores under operating leases with term expiration dates ranging from 2004 to 2020. Most leases are renewable for five years after expiration of the initial term at the lessee’s option. Future minimum lease receipts under non-cancelable operating leases at December 31, 2003, exclusive of renewal option periods, were as follows (in thousands):

                2004...................   $ 252,259
                2005...................     230,216
                2006...................     196,693
                2007...................     162,283
                2008...................     129,848
                Thereafter.............     309,278
                                         ----------
                                         $1,280,577
                                         ==========

In 1987, a predecessor partnership entered into a lease agreement for property in California. Land was estimated to be approximately 37% of the fair market value of the property, and accordingly the portion of the lease attributed to land was classified as an operating lease. The portion attributed to building was classified as a capital lease as the present value of payments related to the building exceeded 90% of its fair value at inception of the lease. The initial lease term was 25 years with two options of 5 and 4.5 years, respectively. The lease provided for additional rent based on specific levels of income generated by the property. No additional rental payments were incurred during 2003, 2002 or 2001. The OP terminated the lease agreement and recognized a $0.1 million gain on the termination.

CPG Partners, L.P.
Notes to Consolidated Financial Statements

15. Lease Agreements (continued)

Operating Leases

Future minimum rental payments under operating leases for ~~land and~~ administrative offices asat of December 31, ~~2001~~2003, are as follows (in thousands):

              2002                            2004...........        ..      $1,546480
              2003                            2005...........         1,473
              2004...........         1,480916
              2005                            2006...........           917
              2006...........                      52
                                                                                 -----------
                                                                                        $52,468448
                                                                                 ===========

Rental expense amounted to $01.84 million for the years ended December 31, ~~$0.6~~2003 and ~~million~~2002, and $0.9 8 million for the ~~years~~year ended December 31, 2001~~, 2000 and 1999, respectively~~.

Capital Lease

A leased property included in rental properties at December 31 ~~consists~~, 2002 consisted of the following (in thousands):

                                                       2001           2000
                                                ---------------   -------------

        Building.....................................         $6,796          $6,796
        Less accumulated amortization................         (5,520865)         (5,175)
                                                                                                         ---------------   -------------
        Leased property, net........................         .        $1,276          $1,621  931
                                                                                                         ===============   =============

Amortization expense on capital lease of $0.39 million for the year ended December 31, 2003 and $0.3 million for the years ended December 31, ~~2001,~~2002 ~~2000~~ and ~~1999~~ 2001, is included in depreciation and amortization expense in the financial statements.

Future minimum payments under the capitalized building lease, including the present value of net minimum lease payments as of December 31, 2001 are as follows (in thousands):

2002......................................................      $   819
2003......................................................          819
2004......................................................          819
                                                           --------------
Total minimum lease payments..............................        2,457
Amount representing interest..............................         (316)
                                                           --------------
Present value of net minimum capital lease payments.......       $2,141
                                                           ==============

13. Lease Agreements (continued)

Ground Lease

In connection with the ~~Konover~~2003 ~~acquisition~~and 2002 property acquisitions, the OP acquired ~~four~~six properties subject to ground leases that were assumed by the OP. These ground leases have termination dates ranging from 2007 to 2087 and allow for renewal terms of 4 to 30 years.

Future minimum lease payments under ground leases asat of December 31, ~~2001~~2003, exclusive of renewal option periods were as follows (in thousands):

             2002                      2004.................          $   398     819
             2003                      2005.................          409819
             2004                      2006.................          415822
             2005                      2007.................          415811
             2006                      2008.................          415        1,547
                                   Thereafter...........       17,241368
                                                                                --------------
                                                                                         $1922,293186
                                                                                ==============

14CPG Partners, L.P. Notes ~~Commitments~~to ~~and~~Consolidated ~~Contingencies~~Financial Statements

~~The 50/50 OPO joint venture with Simon has a $58~~16.5 ~~million (maximum~~Commitments ~~commitment $62.0 million) construction facility that was to mature in February 2002~~ and which was extended to August 2002. The loan has three additional six-month extension options. The loan bears interest at LIBOR plus 1.30% (3.32% at December 31, 2001) and is 10% guaranteed by each of the OP and Simon. Changes in debt service coverage ratio provide for a guarantee ranging from 10% to 25% per guarantor and a LIBOR interest rate spread ranging from 130 to 150 basis points. Contingencies

In ~~October~~connection ~~1999,~~with anthe ~~equity~~Simon-Ventures, ~~investee of~~ the OP ~~entered~~has ~~into~~committed ato ~~4 billion~~provide ~~yen~~50% ~~(approximately US $30.4 million) line~~ of ~~credit guaranteed by the~~ ~~Company and~~ the OPdevelopment ~~to fund its share of Chelsea Japan's construction~~ costs. ~~The line~~or ~~of credit bears interest at yen LIBOR plus 1.35% (1.45% at December 31, 2001) is due April 2002 and has two one-year extensions. At December 31, 2001, 1.08 billion yen (~~approximately US $848.20 million) ~~was~~to ~~outstanding~~Simon-Las ~~under~~Vegas ~~the loan.~~and ~~In March 2000, Chelsea Japan entered into a 3.8 billion yen (approximately US~~ $2846.90 million) ~~loan with a bank~~ to ~~fund construction costs~~Simon-Chicago. As of December 31, ~~2001~~ 2003, the ~~entire~~OP ~~facility~~had ~~was outstanding and bears interest at 2~~contributed $44.~~20%.~~7 ~~The~~million ~~loan is~~to ~~secured~~Simon-Las byVegas ~~the two operating properties~~ and is$26.7 ~~40%~~million ~~guaranteed~~to ~~by the OP~~Simon-Chicago.

~~The~~ Borrowings OPrelated ~~has agreed under a standby facility~~ to ~~provide~~Chelsea upJapan ~~to $22.0 million in limited debt service guarantees~~ for ~~loans~~which ~~provided~~the toCompany ~~Value Retail PLC~~ and ~~affiliates,~~the toOP ~~construct outlet centers in Europe. The term of~~have ~~the~~provided ~~standby facility expired in November 2001 and~~ guarantees ~~shall not be outstanding~~ for ~~longer~~repayment ~~than~~of ~~five~~debt ~~years~~as ~~after project completion. As~~ of December 31, ~~2001~~2003, ~~the~~are ~~OP had provided limited debt service guarantees of approximately~~as ~~$17.0~~follows million to Value Retail PLC. In October 2001, the guarantee limit was increased to $24.1 million until April 2002 at which time it will revert to $22.0 million. The OP received $2.1 million collateral for this short-term increase that will revert back to Value Retail (in ~~April 2002. Such escrow is included in restricted cash-escrows and other liabilities in the accompanying financial statements.~~ thousands):

Accrued
                    Total expensesFacility                                           Outstanding
                   ----------------                                         -------------
                                                                                              Due     Interest
          Yen        US and$ otherEquivalent         Yen         US liabilities$ includeEquivalent    US $14.4 millionGuarantee    Date     Rate
    --------------  -----------------     -----------    ---------------    ---------------    ----- and--------
4.0 billion (1)      $1037.53 million      0.9 atbillion       $8.4 Decembermillion      $ 31,8.4 2001 and 2000, respectively, related to a fivemillion     2004    1.31%
year3.8 deferredbillion incentive(2)       35.4 compensationmillion      3.2 programbillion       30.0 thatmillion       12.0 ended as of December 31, 2001million     2015    2.20%
Certain0.6 keybillion officers(2)        5.6 willmillion      0.5 bebillion       4.7 paid on March million         1, 2002.9 million     2012    1.50%

~~The~~(1) OPFacility isentered ~~not~~into ~~presently~~by ~~involved~~an inequity ~~any~~investee ~~material litigation nor, to its knowledge, is any material litigation threatened against the OP or its properties, other than routine litigation arising in the ordinary course~~ of ~~business. Management believes~~ the ~~cost incurred by the~~ OP ~~related to any of its litigation will not be material~~ and ~~have~~has ~~been~~a ~~adequately~~one-year ~~provided~~extension ~~for~~option; inuntil ~~the consolidated~~April ~~financial~~1, ~~statements~~2005.

~~15.~~ ~~Related~~(2) ~~Party~~Facilities ~~Information~~entered into by Chelsea Japan, secured by Gotemba and Rinku and 40% severally guaranteed by the OP.

In ~~1999~~May 2002, the OP ~~established~~entered into a ~~$6.0~~50/50 ~~million~~joint ~~secured~~venture ~~loan facility~~agreement ~~that~~with ~~will~~Sordo ~~expire~~Madaleno ony ~~June~~Asociados ~~2004~~and ~~for~~affiliates ~~the~~to ~~benefit~~jointly ofdevelop ~~certain~~Premium ~~unitholders. Each unit~~Outlet ~~holder~~centers ~~issued~~in aMexico. ~~note~~Construction ~~that~~on isthe ~~secured by OP units~~230,000 ~~bears~~square-foot ~~interest~~first atphase ~~a rate~~ of Punta ~~LIBOR~~Norte ~~plus~~Premium ~~200~~Outlets ~~basis~~commenced ~~points~~in ~~per~~July ~~annum,~~2003 ~~payable~~and ~~quarterly~~the ~~and~~center is ~~due~~scheduled byto ~~the~~open ~~facility~~in ~~expiration~~late ~~date~~2004. AtThe ~~December~~OP ~~31,~~is ~~2001~~responsible ~~and~~for ~~2000,~~financing ~~loans~~its ~~made~~share ~~to two unitholders, who are also affiliates~~ of ~~management~~project ofcosts ~~the OP, totaled $3.2~~of ~~million~~approximately ~~and~~ $215.20 million ~~respectively~~. ~~During~~As ~~2001, the OP received a $1.2 million repayment~~ of ~~one loan and $0.5 million pay down on the other loan outstanding at~~ December 31, ~~2000. On January 31~~2003, ~~2002~~ the OP ~~received~~had ancontributed ~~additional~~ $02.35 million. ~~against~~In ~~one~~January of2004, ~~the~~an ~~two~~affiliate ~~loans.~~of ~~In September 2001~~ the OP ~~advanced~~ ~~$2.7~~entered ~~million~~into ~~to another unitholder to acquire approximately~~ a ~~10%~~Peso ~~non-voting~~denominated ~~equity~~credit ~~interest~~facility inwhich ~~Chelsea~~is ~~Interactive~~guaranteed ~~from~~by the ~~non-affiliated~~OP ~~joint venture~~to ~~partner.~~fund ~~The~~its ~~carrying~~share ~~amount~~ of ~~such loans approximated fair value at~~ ~~December~~construction ~~31, 2001~~costs.

~~The~~As of December 31, 2003, the OP ~~leased~~had ~~space~~provided tolimited ~~related~~debt service ~~parties~~guarantees of approximately ~~56,000~~$17.1 million to Value Retail and ~~square~~affiliates, ~~feet~~under ~~during~~a ~~the~~standby ~~years~~facility ~~ended~~for ~~December~~loans ~~31,~~provided ~~2001,~~to ~~2000~~Value Retail and affiliates ~~1999.~~to ~~Rental income~~construct ~~from~~outlet ~~those~~centers ~~tenants,~~in ~~including~~Europe. ~~reimbursement~~The ~~for~~standby ~~taxes~~facility, ~~common area~~which ~~maintenance~~has ~~and~~a ~~advertising,~~maximum ~~totaled~~limit of $222.10 million, ~~$1.9~~expired ~~million~~in November 2001, and ~~$1.8~~outstanding ~~million~~guarantees, ~~during~~shall ~~the~~not ~~years~~survive ~~ended~~more ~~December~~than ~~31,~~five ~~2001,~~years ~~2000~~after ~~and~~project ~~1999, respectively~~completion.

At December 31, ~~2001~~2003, ~~and~~other ~~2000~~assets ~~the~~include OP$8.8 ~~had~~million ~~receivables~~and accrued ~~from~~expenses ~~equity~~and ~~investees~~other of liabilities include $017.96 million ~~and~~related ~~$4.2~~to ~~million,~~the ~~respectively,~~2002 deferred ~~that~~unit isincentive ~~included~~program inwhich ~~other~~may ~~assets~~be paid to certain key officers in 2007.

InThe ~~August~~OP ~~1997,~~is ~~the~~not ~~Company~~presently ~~and~~involved ~~one~~in ofany ~~its~~material ~~directors~~litigation ~~entered~~nor, ~~into a Consulting Agreement pursuant~~ to ~~which~~its ~~the~~knowledge, ~~director~~is ~~agreed~~any tomaterial ~~perform services~~litigation ~~for~~threatened ~~the~~against ~~Company in connection with~~ the ~~development~~OP ~~and~~or ~~operation of~~its ~~manufacturers outlet centers in Japan and Hawaii. The agreement provided for payments to the director of $10~~properties,~~000~~ ~~per~~other ~~month~~than ~~and~~routine ~~was~~litigation ~~terminated~~arising ~~by the Company~~ in ~~December 1999. In addition, during~~ the ~~agreement~~ordinary ~~and~~course ~~for four years after the~~of ~~termination~~business. ofManagement ~~the~~believes ~~agreement,~~ the ~~director~~costs ~~will~~incurred beby ~~entitled to a fee of 1% of~~ the ~~development~~OP ~~costs,~~related up to aany ~~maximum amount~~ of ~~$0.5 million per project, on~~its ~~all~~litigation ~~projects~~will innot ~~which~~be hematerial ~~was~~and ~~involved~~have inbeen ~~Japan~~adequately orprovided ~~Hawaii. Fees paid under this agreement totaled $0.5 million~~ for ~~each~~in of the ~~years ended December 31, 2001 and~~ ~~2000~~consolidated ~~and $0.1 million for the year ended December 31, 1999, respectively. These fees are included in the investment in affiliates in the accompanying~~ financial statements.

~~Certain~~CPG ~~Directors of the Company and unitholders guarantee OP obligations~~Partners, ~~which existed prior to the formation of the OP, under leases for one of the properties~~L. ~~The OP has indemnified these parties from and against any~~P. ~~liability~~Notes ~~that they may incur pursuant~~ to ~~these~~Consolidated ~~guarantees.~~Financial Statements

1617. Related ~~Employee~~Party ~~Stock Purchase Plan~~Information

~~The Company's Board of Directors and shareholders approved an~~ ~~Employee~~In ~~Stock~~1999, ~~Purchase Plan (~~the ~~"Purchase~~OP ~~Plan"),~~established ~~effective~~a ~~July 1, 1998~~$6.0 ~~The Purchase~~million ~~Plan~~secured ~~covers~~loan anfacility ~~aggregate~~that ofexpires ~~500,000 shares of common stock. Eligible~~in ~~employees~~June ~~have~~2004 ~~been~~for in the ~~employ~~benefit of ~~the~~certain OPunitholders. orEach aborrower ~~participating~~issued ~~subsidiary~~a ~~for~~note ~~six~~that ~~months~~is orsecured ~~more~~by ~~and~~OP ~~customarily work more than 20 hours per week. The Purchase Plan excludes employees who are "highly compensated employees"~~units, ~~as defined,~~bears orinterest ~~own~~at 5%a orrate ~~more~~ of ~~the~~LIBOR ~~voting~~plus ~~power~~200 ~~of the OP's stock. Eligible~~basis ~~employees~~points ~~will~~per ~~purchase~~annum ~~shares~~payable ~~through~~quarterly ~~automatic~~and ~~payroll~~is ~~deductions~~due ~~up to a maximum of 10% of weekly base pay. The Purchase Plan will be implemented~~ by ~~consecutive~~ ~~three-month~~the ~~offerings~~facility ~~(each~~expiration ~~an "Option Period")~~date. ~~The price at which~~ ~~shares~~At ~~may~~December be31, ~~purchased~~2003, ~~shall be~~ the ~~lower~~$2.2 ofmillion ~~(a)~~note ~~85%~~receivable offrom ~~the~~related ~~fair market value~~parties ofrepresents ~~the~~a ~~stock~~loan onmade ~~the~~to ~~first~~a ~~day~~unitholder, ofwho ~~the~~is ~~Option~~also ~~Period~~an orofficer ~~(b)~~and ~~85%~~director of ~~the fair market~~ ~~value of~~ the ~~stock~~OP. onDuring the ~~last~~year ~~day~~ended ~~of the Option Period. As of~~ December 31, ~~2001~~ 2003, ~~45 employees were enrolled in~~ the ~~Purchase~~OP ~~Plan~~received ~~and~~ $~~5,100~~1.1 ~~in expenses has~~million ~~been~~from ~~incurred~~a ~~and~~unitholder ~~is included~~ in ~~the~~full ~~OP's~~repayment ~~general~~of ~~and~~his ~~administrative expense~~loan. ~~The~~ ~~Purchase~~Effective ~~Plan~~June ~~will~~2002, ~~terminate~~the ~~after~~OP changed ~~five~~its ~~years~~policy ~~unless~~to ~~terminated~~eliminate ~~earlier~~new ~~by the~~loans ~~Board~~to ofdirectors ~~Directors~~and officers.

17 The OP leased space to related parties of approximately 56,000 square feet during the year ended December 31, 2001. ~~401(k)~~Rental ~~Plan~~income from those tenants, including reimbursement for taxes, common area maintenance and advertising, totaled $2.1 million during the year ended December 31, 2001.

~~The~~ In August 1997, the OP ~~maintains~~and aone ~~defined~~of ~~contribution~~its ~~401(k)~~directors ~~savings~~entered ~~plan~~into ~~(the~~a Consulting ~~"Plan"),~~Agreement pursuant to which ~~was~~the ~~established~~director agreed to ~~allow~~perform ~~eligible~~services ~~employees~~for tothe ~~make tax-deferred~~OP ~~contributions~~in ~~through~~connection ~~voluntary~~with ~~payroll~~the ~~withholdings.~~development ~~All~~and ~~employees~~operation of ~~the~~manufacturer’s OPoutlet ~~are~~centers ~~eligible~~in toJapan ~~participate~~and inHawaii. ~~the~~The ~~Plan~~agreement ~~after~~provided ~~completing~~for ~~six~~payments ~~months~~to ofthe ~~service~~director of $10,000 per month and ~~attaining~~was ~~age~~terminated 21by the OP in December 1999. ~~Employees~~During ~~who~~the term ~~elect~~of tothe ~~enroll~~agreement inand for four years after the ~~Plan~~termination, ~~may~~the ~~elect~~director will be entitled to ~~have~~ ~~from~~deferred compensation of 1% of the development costs, up to a ~~15%~~maximum amount of ~~their~~$0.5 ~~pre-tax~~million ~~gross~~per ~~pay~~project, ~~contributed~~on toall ~~their~~projects ~~account~~in ~~each~~which he was ~~pay~~involved ~~period.~~in AsJapan ofor ~~January~~Hawaii 1,either ~~1998~~directly ~~the~~or ~~Plan~~as ~~was~~a ~~amended~~result of Mitsubishi and/or Nissho Iwai committing to ~~include~~develop ansuch ~~employer discretionary~~project ~~matching~~with ~~contribution~~the OP in anJapan ~~amount~~during ~~not~~the previously tomentioned ~~exceed~~four ~~100%~~year ofperiod. ~~each participant's~~Fees ~~first~~paid 6%under ofthis ~~yearly~~agreement ~~compensation~~totaled $0.3 tomillion for the ~~Plan~~year ended December 31, 2003. ~~Matching contributions~~These offees ~~approximately~~are ~~$128,000~~included in investment ~~2001,~~in ~~$141,000~~affiliates in ~~2000~~the ~~and~~accompanying ~~$97,000~~financial instatements. The final ~~1999~~payment ~~are~~under ~~included~~this inagreement, related to the ~~OP's~~opening ~~general~~of ~~and~~Tosu ~~administrative~~Premium ~~expense.~~Outlets which was Board approved during 2003, is expected to be paid in 2004.

18. Employee ~~Quarterly~~Stock ~~Financial~~Purchase ~~Information (Unaudited)~~Plan

The ~~following~~Company’s ~~summary~~Board ~~represents~~of Directors and unitholders approved an Employee Stock Purchase Plan (the ~~results~~“Purchase ofPlan”), ~~operations~~effective July 1, ~~expressed~~1998. The Purchase Plan covers an aggregate of 1.0 million shares of common stock. Eligible employees have been in the employ of the OP or a participating ~~thousands~~subsidiary ~~except~~for five months or more and customarily work more than 20 hours per week. ~~unit~~The ~~amounts~~Purchase Plan excludes employees who are “highly compensated employees”, ~~for~~as defined, or own 5% or more of the voting interest of the Company’s stock. Eligible employees will purchase shares through automatic payroll deductions up to a maximum of 10% of weekly base pay. The Purchase Plan will be implemented by consecutive three-month offerings (each ~~quarter~~an ~~during~~“Option Period”). ~~2001~~The price at which shares may be purchased shall be the lower of (a) 85% of the fair market value of the stock on the first day of the Option Period or (b) 85% of the fair market value of the stock on the last day of the Option Period. As of December 31, 2003, 118 employees were enrolled in the Purchase Plan and ~~2000:~~$10,000 in expenses has been incurred and is included in the OP’s general and administrative expense. The Purchase Plan will terminate in July 2008 unless terminated earlier by the Board of Directors.

~~March~~CPG 31 June 30 September 30 December 31 -------------------------------- ----------------- ----------------- 2001 ---- Base rental revenue............................ $28Partners,~~751 $28,651 $30,528 $39,299 Total~~ ~~revenues~~L.P.~~............................... 44,824 46,297 49,065 66,669~~ ~~Net~~Notes ~~income available~~ to ~~common~~Consolidated ~~unitholders..... 10,231 11,321 14,093 20,839 Net~~Financial income per weighted average common unit............................... $0.53 $0.59 $0.71 $0.96 2000 ---- Base rental revenue............................ $26,252 $26,607 $26,867 $28,397 Total revenues................................. 39,595 42,050 44,566 53,692 Net income available to common unitholders.... 9,419 10,558 13,188 17,185 Net income per weighted average common unit............................... $0.49 $0.55 $0.68 $0.89 Statements

19. 401(k) ~~Segment Information~~Plan

The OP ismaintains ~~principally~~a ~~engaged~~defined incontribution ~~the~~401(k) ~~development,~~savings ~~ownership,~~plan (the ~~acquisition~~“Plan”), ~~and~~which ~~operation~~was ofestablished ~~manufacturers'~~to ~~outlet~~allow ~~centers~~eligible ~~and~~employees ~~has~~to ~~determined~~make ~~that~~tax-deferred ~~under~~contributions ~~SFAS~~through ~~No.131~~voluntary ~~"Disclosures~~payroll ~~About~~withholdings. ~~Segments~~All employees of anthe ~~Enterprise~~OP ~~and~~are ~~Related Information"~~eligible itto ~~has~~participate ~~three~~in ~~reportable~~the ~~retail~~Plan ~~real~~after ~~estate~~completing ~~segments:~~six ~~premium~~months of ~~domestic,~~service ~~other domestic~~ and ~~international~~attaining inage ~~2001~~21. ~~The~~Employees OPwho ~~evaluates~~elect ~~real~~to ~~estate~~enroll in the Plan may ~~performance~~elect ~~and~~to ~~allocates~~have ~~resources~~from ~~based~~1% onto ~~Net~~15% ~~Operating~~of ~~Income~~their ~~("NOI") defined~~pre-tax asgross ~~total~~pay ~~revenue~~contributed ~~less~~to ~~operating~~their account ~~and~~each ~~maintenance~~pay ~~expense~~period. ~~The~~As ~~primary~~of January 1, 1998 the Plan was amended to include ~~sources~~an ofemployer ~~revenue~~discretionary ~~are~~matching ~~generated~~contribution ~~from~~which ~~tenant~~currently ~~base~~excludes ~~rents~~certain officers, ~~percentage~~in ~~rents~~an ~~and reimbursement~~amount ~~revenue.~~not ~~Operating~~to ~~expenses~~exceed ~~primarily~~100% ~~consist~~of each participant’s first 6% of yearly ~~common~~compensation ~~area~~to the Plan. Matching contributions of approximately ~~maintenance~~$156,000 ~~real~~in ~~estate~~2003, ~~taxes~~$96,000 in 2002 and ~~promotional~~$128,000 ~~expenses.~~in ~~The~~2001 ~~retail~~are ~~real~~included ~~estate~~in the ~~business~~OP’s ~~segments~~general ~~meet~~and ~~the~~administrative ~~quantitative~~expense ~~threshold~~in ~~for~~the ~~determining~~accompanying ~~reportable~~financial ~~segments~~statements.

1920. Quarterly ~~Segment~~Financial Information (~~continued~~Unaudited)

~~For~~The ~~the~~following ~~year~~summary ~~ended Premium Other December~~represents ~~31,~~the ~~2001 Domestic Domestic International Other Total -----------------------------~~results ~~-------------~~of ~~-------------~~operations, ~~-----------------~~expressed ~~---------- ------------~~in ~~(1) (2) (3) Total~~thousands ~~revenues............. $187,588 $12,196 $~~except ~~- $7,071 $206,855 Interest~~per ~~income............ 848 45 - 1~~share amounts,~~913 2,806 Income~~ ~~from unconsolidated investments~~for ~~......... 12,014 - 3,628 (5,337) 10,305 NOI~~each ~~....................... 148,570 5,021 6,562 1,849 162,002 Fixed~~quarter ~~asset~~during ~~additions...... 36,848 181,729 - 1,159 219,736 Total~~2003 ~~assets............... 866,738 194,406 15,092 23,072 1,099,308~~ and 2002:

(1)
                                                   March Approximately31         June 25%30        September of30         December the31
                                                  ------------    ------------   ------------------  -----------------
2003
Base Retailrental Domesticrevenue............................     $59,159         $59,461              $63,645          $  65,629
Total Otherrevenues.................................      83,282          86,609               92,203            110,171
Net GLAincome isavailable leased to onecommon
  unitholders..................................      21,762          29,079               29,272             35,161

Net tenantincome fromper whichweighted approximatelyaverage
   common 15%unit.................................       $0.44           $0.59                $0.58              $0.69

2002
Base ofrental therevenue............................     $37,629         $42,458              $46,100          $  52,111
Total annualized revenues.................................      55,395          63,844               70,387             88,863
Net areincome derived(loss) available to common unitholders
                                                     13,880          15,631               28,228             (9,155)
Net income(loss) per weighted average
   common unit.................................       $0.32           $0.35                $0.64             $(0.20)

~~(2)~~CPG ~~Principally~~Partners, ~~comprised~~L.P. Notes ofto ~~the~~Consolidated ~~OP's~~Financial ~~equity interest in Chelsea Japan.~~Statements

~~(3) Includes results of corporate assets and Chelsea Interactive~~21. Segment Information

The OP ~~operated~~is principally engaged in ~~one~~the ~~segment~~development, ownership, acquisition and operation of manufacturers’ outlet centers and has determined that under SFAS No.131 “Disclosures About Segments of an Enterprise and Related Information” it has three reportable real estate segments: premium domestic, other domestic and international in ~~2000~~2003 and 2002. The OP evaluates real estate performance and allocates resources based on Net Operating Income (“NOI”) defined as total revenue less operating expenses. The primary sources of revenue are generated from tenant base rents, percentage rents and reimbursement revenue. Operating expenses primarily consist of common area maintenance, real estate taxes and promotional expenses. The real estate business segments meet the quantitative threshold for determining reportable segments:

Following
 isFor athe reconciliationyears ofended:                      Premium          Other
(in netthousands)                            Domestic          Domestic      International       Other         Total
--------------------------------------------------------------------------------------------------------------------
                                                              (2)              (3)             (4)
Total operatingrevenues income(1)
     December to31, net2003.............       $ 266,944       $104,797          $    -           $  524     $ 372,265
     December 31, 2002.............         224,701         48,306               -            5,482       278,489

Interest income(1)
     December for31, the2003.............           1,015             35               -              156         1,206
     December year31, ended2002.............           1,169            124               -              358         1,651

Income (loss) from unconsolidated
investments
     December 31, 20012003.............           2,432              -           8,574          (2,518)        8,488
     December 31, 2002.............           5,641              -          15,072         (in47,756)      (27,043)

NOI
     December thousands31, 2003.............         196,444         70,386          15,449         (12,985):      269,294
     December 31, 2002.............         176,001         30,664           7,891         (12,216)      202,340

Fixed asset additions
     December 31, 2003.............          17,404        239,519               -            1,006      257,929
     December 31, 2002.............         398,933        309,540               -              795      709,268

Total assets
     December 31, 2003.............       1,341,535        501,093          29,306           98,480    1,970,414
     December 31, 2002.............       1,262,190        394,984          16,077           29,779    1,703,030

~~Segment NOI............................................ $162,002 Interest expense - consolidated........................~~ (~~36,865~~1) ~~Interest~~ ~~expense~~Excludes -revenue ~~unconsolidated~~for ~~investments~~St.~~......... (597) Depreciation~~ ~~expense - consolidated.................... (48~~Helena,~~554) Depreciation~~ ~~expense~~Mesa -and ~~unconsolidated~~American ~~investments (5,964) Depreciation~~Tin ~~expense~~Cannery -properties ~~Chelsea~~which ~~Interactive............. (2,888) Income~~are ~~tax~~classified -as ~~unconsolidated~~discontinued ~~investments~~operations................ (947) Loss on Sale - Retail Domestic Premium................. (284) Gain/ (loss) on sale or write down-Retail International........................................ 617 --------------- Net income............................................. $66,520 ===============

~~20.~~(2) ~~Non-Cash~~Approximately ~~Financing~~16% ~~Activities~~and 23% of the GLA is occupied by and approximately 9% and 12% of annual base rent is derived from one tenant during the 2003 and 2002 periods, respectively.

In(3) ~~December~~Principally ~~2001,~~comprised ~~2000~~of ~~and 1999,~~ the ~~Company declared quarterly distributions per share of $0.78, $0.75 and $0.72, respectively. The limited partners~~OP's ~~distributions~~interest ~~were paid~~ in ~~January~~Chelsea ~~of each subsequent year~~Japan.

In(4) ~~connection~~Includes ~~with~~corporate ~~the~~overhead ~~Konover~~assets ~~acquisition the OP assumed approximately $131.0 million in REMIC~~ and ~~mortgage~~results ~~loans~~from ~~payable.~~Chelsea Interactive.

CPG Partners, L.P. ~~Schedule~~Notes III-Consolidated Real Estate and Accumulated Depreciation for the year ended December 31, 2001 (in thousands) Cost Step-Up Gross Life Capitalized Related Amount Used (Disposed of) to ~~Carried to Subsequent Acquisition at~~ ~~Close Compute to of of~~Consolidated ~~Period Depreci- Initial~~Financial Cost Acquisition Partnership December 31, aiton to Company (Improvements) Interest (1) 2001 Date in ------------------ ---------------- ----------------- ---------------- Accumu- of Latest Buildings, Buildings, Buildings, Buildings, lated Cons- Income Description Encum- Fixtures and Fixtures and Fixtures and Fixtures and Deprec- truc- State Outlet Center Name brances Land Equipment Land Equipment Land Equipment Land Equipment Total iation tion ment ------------------ ------- ----- --------- ------ ------- ----- -------- ------ -------- ------- ------- ------ ------ Woodbury Common, - $4,448 $16,073 $4,967 $126,631 $ - $ - $9,415 $142,704 $152,119 $44,383 '85,'93, NY '95,'98 30 Wrentham, MA - 157 2,817 4,109 79,318 - - 4,266 82,135 86,401 15,273 '95,'00 40 Waikele, HI - 22,800 54,357 - 2,052 - - 22,800 56,409 79,209 9,095 '98 40 Leesburg, VA - 6,296 - (811) 71,375 - - 5,485 71,375 76,860 11,048 '96-'00 40 Desert Hills, CA - 975 - 2,376 61,912 830 4,936 4,181 66,848 71,029 24,752 '90,'94- '95,'97,- '98 40 Camarillo, CA - 4,000 - 12,431 54,262 - - 16,431 54,262 70,693 13,541 '94-'99 40 North Georgia, GA - 2,960 34,726 (191) 21,484 - - 2,769 56,210 58,979 14,633 '95-'99 40 Clinton, CT - 4,124 43,656 - 1,665 - - 4,124 45,321 49,445 14,008 '95-'96 40 Vacaville, CA (6) - 9,683 38,850 - 51 - - 9,683 38,901 48,584 242 (5) 40 Allen, TX $29,531 8,938 2,068 (836) 37,455 - - 8,102 39,523 47,625 2,000 99-'01 40 Folsom, CA - (2) 4,169 10,465 2,692 26,082 - - 6,861 36,547 43,408 10,433 '90,'92, '93,'96- '97,'00 40 Carolina Outlet (I), NC (6) - (3) 6,220 24,860 - 48 - - 6,220 24,908 31,128 154 (5) 40 Carolina Outlet (II), NC (6) -(4) - 7,862 - 14 - - - 7,876 7,876 49 (5) 40 Petaluma Village, - 3,735 - 2,949 31,218 - - 6,684 31,218 37,902 9,349 '93,'95 CA -'96 40 Liberty Village, NJ - 345 405 1,499 19,812 11,015 2,195 12,859 22,412 35,271 7,362 '81,'97 -'98 30 Napa, CA - (2) 3,456 2,113 7,908 19,378 - - 11,364 21,491 32,855 6,647 '62,'93, '95 40 Aurora, OH - 637 6,884 880 20,438 - - 1,517 27,322 28,839 8,056 '90,'93, '94,'95 40 North Bend, WA (6) - 4,735 18,925 - 35 - - 4,735 18,960 23,695 118 (5) 40 Columbia Gorge, OR - (2) 934 - 428 13,595 497 2,647 1,859 16,242 18,101 5,327 '91,'94 40 Santa Fe, NM - 74 - 1,300 12,098 491 1,772 1,865 13,870 15,735 3,820 '93,'98 40 American Tin Cannery, CA 2,141 - 8,621 - 5,458 - - - 14,079 14,079 10,263 '87,'98 5 Patriot Plaza, - 789 1,854 976 4,274 - - 1,765 6,128 7,893 2,418 '86,'93, VA '95 40 Corporate Offices, NJ, CA -(4) - 60 - 5,683 - - - 5,743 5,743 3,424 - 5 St. Helena, CA - (2) 1,029 1,522 (25) 572 38 78 1,042 2,172 3,214 709 '83 40 Kittery, ME (6) - 567 2,265 - - - - 567 2,265 2,832 14 (5) 40 Chicago, IL - 465 - - - - - 465 - 465 - - 40 Las Vegas, NV - 405 - - - - - 405 - 405 - - 40 Other retail (6) (3)(4)14,968 62,512 26 15 - - 14,994 62,527 77,521 344 (5) 40 Mammoth, CA - 1,180 530 (2,174) (1,960) 994 1,430 - - - - '78 40 --------- -------- -------- -------- ------- ----- --------- --------- -------- ---------- --------- $172,350(2)(3) $108,089 $341,425 $38,504 $612,965 $13,865 $13,058 $160,458 $967,448 $1,127,906 $217,462 ========= ======== ======== ======= ======== ======= ======= ======== ======== ========== ======== Statements

~~The aggregate cost of the land, buildings, fixtures and equipment for federal tax purposes was approximately $1,103~~21.5 Segment ~~million~~Information ~~at December 31, 2001.~~(continued)

Following is a reconciliation of net operating income to net income for the years ended December 31, 2003 and 2002 (in thousands):


                                                                       2003              2002
                                                                --------------   --------------
Segment NOI..................................................      $269,294         $202,340
Interest expense - consolidated..............................       (69,215)         (48,693)
Interest expense - unconsolidated investments................          (886)            (556)
Depreciation expense - consolidated..........................       (73,651)         (58,275)
Depreciation expense - unconsolidated investments                    (4,069)          (4,166)
Depreciation expense - Chelsea Interactive...................            -            (8,271)
Impairment loss- Chelsea Interactive.........................            -           (34,370)
Income tax - unconsolidated investments......................        (2,640)          (1,378)
Gain/(loss) on sale of centers...............................         5,625              312
Gain on sale, net of writedown - International...............            -            10,911
                                                                --------------   --------------
Net income...................................................      $124,458         $ 57,854
                                                                ==============   ==============

22. Non-Cash Investing and Financing Activities

In December 2003, 2002 and 2001, the OP declared quarterly distributions per unit of $0.535, $0.485, and $0.390, respectively (assumes May 2002, 2-for-1 unit split occurred on January 1, 2001). The limited partners’ distributions were paid in January of each subsequent year.

In connection with the Crossings and Las Vegas acquisitions, the OP assumed approximately $64.1 million and $26.3 million, respectively, in mortgage loans payable.

In connection with the buyout of Simon’s 50% interest in Simon-Orlando in April 2002, the OP assumed additions of approximately $68.9 million in rental properties, $6.5 million in accumulated depreciation, $8.8 million in other assets, $3.2 million in other liabilities and $59.4 million in mortgage debt.

In connection with the buyout of Fortress’ 51% interest in F/C Acquisition in August 2002, the OP assumed additions of approximately $207.0 million in rental properties, $9.4 million in accumulated depreciation, $11.7 million in other assets and $5.3 million in other liabilities and $168.7 million in mortgage debt.

In connection with the purchase of the JMJ properties in November 2002, the OP issued 1.3 million units with an assigned value of $44.6 million.

In connection with the Konover acquisition in 2001, the OP assumed approximately $131.0 million in REMIC and mortgage loans payable.

CPG Partners, L.P.
Schedule III-Consolidated Real Estate and Accumulated Depreciation
for the year ended December 31, 2003 (in thousands)


                                                                   Cost Capitalized           Step-Up Related
                                                               (Disposed of) Subsequent       to Acquisition
                                                                    to Acquisition            of Partnership
                                     Initial Cost to Company        (Improvements)             Interest (1)
                                     -----------------------        --------------             ------------
                                                 Buildings,                Buildings,                 Buildings,
   Description           Encum-                Fixtures and              Fixtures and               Fixtures and
Outlet Center Name       brances      Land       Equipment      Land       Equipment       Land      Equipment
------------------       -------      ----       ---------      ----       ---------       ----      ---------
Woodbury Common, NY            -    $4,448         $16,073    $4,967        $127,871        $ -            $ -
Orlando, FL (6)                -     9,946          65,711       300           1,151      7,957         31,829
Gilroy, CA (6)               (4)    17,053          84,641         2             840      1,812          8,840
Wrentham, MA                   -       157           2,817     3,842          84,595          -              -
Waikele, HI                    -    22,800          54,357         -           3,374          -              -
Leesburg, VA                   -     6,296               -      (811)         71,995          -              -
Desert Hills, CA               -       975               -     2,376          67,366        830          4,936
Michigan City, IN (6)        (4)     7,264          60,107         -             885        772          6,243
Camarillo, CA                  -     4,000               -    10,696          58,254          -              -
Osage Beach, MO (6)            -    10,395          58,701         -           1,869          -              -
Jackson, NJ (6)                -    10,302          58,178         -             339          -              -
Albertville, MN (6)            -    15,794          45,977     2,851          12,029          -              -
North Georgia, GA              -     2,960          34,726      (223)         22,252          -              -
Waterloo, NY (6)             (4)     5,258          42,942         -             670        559          4,519
Clinton, CT                    -     4,124          43,656       202           1,674          -              -
Allen, TX                      -     8,938           2,068      (834)         37,203          -              -
Vacaville, CA                  -     9,683          38,850        18           1,921          -              -
Folsom, CA                   (2)     4,169          10,465     2,692          27,140          -              -
Carolina Outlet (I), NC        -     6,220          24,860      (181)            794          -              -
Carolina Outlet (II), NC     (5)         -           7,862         -             305          -              -
Petaluma Village, CA           -     3,735               -     2,959          32,370          -              -
St. Augustine, FL (6)          -     5,783          32,658         -             585          -              -
Liberty Village, NJ            -       345             405     1,499          23,159     11,015          2,195
Napa, CA                     (2)     3,456           2,113     7,908          19,756          -              -
Kittery (I), ME (6)      (4) (5)     2,143          23,985         6             289        228          2,354
Kittery (II), ME               -       567           2,265         -              92          -              -
Johnson Creek, WI (6)          -     4,648          26,341         3             113          -              -
Aurora, OH                     -       637           6,884     1,055          23,023          -              -
Edinburgh, IN (6)              -     5,415          21,659         -           2,118          -              -
North Bend, WA                 -     4,735          18,925       (83)           (283)         -              -
The Crossings, PA            (7)    17,187          97,443        35            (597)         -              -
Las Vegas Outlet, NV         (8)    15,930          90,270        19          (3,915)         -              -
Branson II (6)                 -     2,892          16,332         -             270          -              -
Columbia Gorge, OR           (2)       934               -       428          13,845        497          2,647
Santa Fe, NM                   -        74               -     1,300          12,188        491          1,772
American Tin Cannery, CA       -         -           8,621         -          (8,621)         -              -
Patriot Plaza, VA              -       789           1,854       976           4,081          -              -
Corporate Offices, NJ, CA      -         -              60         -           7,542          -              -
St. Helena, CA                 -     1,029           1,522    (1,067)         (1,600)        38             78
Poconos, PA                    -       330               -         -               -          -              -
Tinton Falls, NJ               -       110               -         -               -          -              -
Chicago, IL                    -       465               -      (465)              -          -              -
Las Vegas, NV                  -       405               -      (405)              -          -              -
Other retail             (3) (5)    15,406          64,911    (2,885)         (6,986)         -              -
                         -------------------------------------------------------------------------------------
            (2)(3)(4)    385,634  $237,797      $1,068,239   $37,180        $639,955    $24,199        $65,413
                         -------------------------------------------------------------------------------------


                              Gross Amount Carried
                               at Close of Period                                                   Life Used to
                               December 31, 2003                                                       Compute
                               -----------------                                                    Depreciation
                                        Buildings,                                                    in Latest
   Description                        Fixtures and              Accumulated          Date of            Income
Outlet Center Name           Land      Equipment       Total   Depreciation       Construction        Statement
------------------           ----      ---------       -----   ------------       ------------        ---------
Woodbury Common, NY        $9,415       $143,944    $153,359      $57,875      '85, '93, '95, '98         40
Orlando, FL (6)            18,203         98,691     116,894       14,161             '00                 40
Gilroy, CA (6)             18,867         94,321     113,188        7,270     '90,'91,'92,'94,'95         40
Wrentham, MA                3,999         87,412      91,411       23,735           '95, '00              40
Waikele, HI                22,800         57,731      80,531       13,190             '98                 40
Leesburg, VA                5,485         71,995      77,480       19,090           '96-'00               40
Desert Hills, CA            4,181         72,302      76,483       31,164    '90, '94-'95, '97-'98        40
Michigan City, IN (6)       8,036         67,235      75,271        5,220  '87,'88,'89,'91,'94,'95,'97    40
Camarillo, CA              14,696         58,254      72,950       18,584           '94-'99               40
Osage Beach, MO (6)        10,395         60,570      70,965        1,543           '87-'90               40
Jackson, NJ (6)            10,302         58,517      68,819        1,463           '97,'98               40
Albertville, MN (6)        18,645         58,006      76,651        1,529           '00,'01               40
North Georgia, GA           2,737         56,978      59,715       19,816           '95-'99               40
Waterloo, NY (6)            5,817         48,131      53,948        3,716         '95,'96,'97             40
Clinton, CT                 4,326         45,330      49,656       18,533           '95-'96               40
Allen, TX                   8,104         39,271      47,375        6,520            '99-'01              40
Vacaville, CA               9,701         40,771      50,472        2,333         '88,'91,'92             40
Folsom, CA                  6,861         37,605      44,466       13,425  '90, '92, '93, '96-'97,'00     40
Carolina Outlet (I), NC     6,039         25,654      31,693        1,528       '87,'95,'96,'99           40
Carolina Outlet (II), NC        -          8,167       8,167          502       '87,'95,'96,'99           40
Petaluma Village, CA        6,694         32,370      39,064       11,742         '93, '95-'96            40
St. Augustine, FL (6)       5,783         33,243      39,026          846           '90-'92               40
Liberty Village, NJ        12,859         25,759      38,618        9,492         '81, '97-'98            30
Napa, CA                   11,364         21,869      33,233        8,275         '62, '93, '95           40
Kittery (I), ME (6)         2,377         26,628      29,005        2,234             '86                 40
Kittery (II), ME              567          2,357       2,924          139       '10,'84,'89,'95           40
Johnson Creek, WI (6)       4,651         26,454      31,105          873         '98,'99,'01             40
Aurora, OH                  1,692         29,907      31,599       10,777     '90, '93, '94, '95          40
Edinburgh, IN (6)           5,415         23,777      29,192        1,020           '89,'95               40
North Bend, WA              4,652         18,642      23,294        1,088           '90,'95               40
The Crossings, PA          17,222         96,846     114,068        1,418             '03                 40
Las Vegas Outlet, NV       15,949         86,355     102,304          964             '03                 40
Branson II (6)              2,892         16,602      19,494          421           '88,'94               40
Columbia Gorge, OR          1,859         16,492      18,351        6,371           '91, '94              40
Santa Fe, NM                1,865         13,960      15,825        4,874           '93, '98              40
American Tin Cannery, CA        -              -           -            -           '87, '98               0
Patriot Plaza, VA           1,765          5,935       7,700        2,638        '86, '93, '95            40
Corporate Offices, NJ, CA       -          7,602       7,602        4,824              -                   5
St. Helena, CA                  -              -           -            -             '83                 40
Poconos, PA                   330              -         330            -              -                   0
Tinton Falls, NJ              110              -         110            -              -                   0
Chicago, IL                     -              -           -            -              -                  40
Las Vegas, NV                   -              -           -            -              -                  40
Other retail               12,521         57,925      70,446        3,213           various               40
                         -----------------------------------------------
            (2)(3)(4)    $299,176     $1,773,607  $2,072,783    $332,406
                         -----------------------------------------------

The aggregate cost of the land, buildings, fixtures and equipment for federal tax purposes was approximately $1,754 million at December 31, 2003.

(1)	As part of the formation transaction assets acquired for cash have been accounted for as a purchase. The step-up represents the amount of the purchase price that exceeds the net book value of the assets acquired.

(2) Projects encumbered by mortgage totaling $6861.35 million at December 31, ~~2001~~2003.

(3) Projects encumbered by mortgage totaling $7270.45 million at December 31, ~~2001~~2003.

(4) ~~Project~~Projects ~~held~~encumbered ~~under~~by ~~long~~mortgage ~~term~~totaling ~~land~~$164.7 ~~lease~~million at December 31, 2003.

(5) ~~Acquired~~Project onheld ~~September~~under ~~25,~~long ~~2001~~term ~~from~~land ~~Konover Property Trust~~lease.

(6)	Purchase price has been tentatively allocated.

~~CPG~~(7) ~~Partners,~~Projects ~~L.P. Schedule~~encumbered ~~III-Consolidated~~by ~~Real~~mortgage ~~Estate and~~totaling ~~Accumulated~~$63.5 ~~Depreciation~~million ~~(continued) (in~~at ~~thousands)~~December 31, 2003.

(8)	Projects encumbered by mortgage totaling $25.5 million at December 31, 2003.

CPG Partners, L.P.
Schedule III–Consolidated Real Estate
and Accumulated Depreciation (continued)
(in thousands)

The changes in total real estate:

                                                                                                                             Year ended December 31,
                                                            2001                                                              2003                 2000                 19992002
                                                                                                      ----------------     --   ---------------    -----------------

Balance, beginning of period............                $908,344             $848,813             $792,726
Additions...............................                 229,339               61,188               59,334
Dispositions and other..................                  (9,777)              (      $1,657)              (3837,247)
                                                  ----------------     -----------------    -----------------
Balance, end of period..................              174           $1,127,906             $908,344             $848,813
                                                  ================     =================    =================

The changes in accumulated depreciation:


                                                                   Year ended December 31,
                                                            2001                 2000                 1999
                                                  ----------------     -----------------    -----------------

Balance, beginning of periodAdditions............                $175,692             $138,221             $102,851
Additions...............................                  44         268,071               38318              719,539               35,619857
Dispositions and other..................                  ..........         (232,301709)                           (110,068589)                (249)
                                                                                                      ----------------     --   ---------------    -----------------
Balance, end of period..................                ..........      $2172,462             $175072,692             783           $1381,221837,174
                                                                                                      ================     ==   ===============    =================

The changes in accumulated depreciation:


                                                          Year ended December 31,
                                                              2003                 2002
                                                    ------------------   ----------------

Balance, beginning of period......................        $284,239             $217,462
Additions.........................................          67,023               53,065
Consolidation of properties previously held as
investments in unconsolidated affiliates..........               -               15,977
Dispositions and other............................         (18,856)              (2,265)
                                                    ------------------   ----------------
Balance, end of period............................        $332,406             $284,239
                                                    ==================   ================

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 12th ~~20th~~ of March, ~~2002~~2004.

CPG Partners, L.P. By: /s/ ~~DAVID~~David C. ~~BLOOM~~Bloom David C. Bloom, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Title Date
--------- ------ -----

/s/ David C. Bloom Chairman of the Board March 12, 2004
__________________________ and Chief Executive Officer
David C. Bloom

/s/ William D. Bloom Vice Chairman March 12, 2004
__________________________
William D. Bloom

/s/ Leslie T. Chao President March 12, 2004
__________________________
Leslie T. Chao

/s/ Michael J. Clarke Chief Financial Officer and March 12, 2004
__________________________ Chief Accounting Officer
Michael J. Clarke

/s/ Brendan T. Byrne Director March 12, 2004
__________________________
Brendan T. Byrne

/s/ Robert Frommer Director March 12, 2004
__________________________
Robert Frommer

/s/ Barry M. Ginsburg Director March 12, 2004
__________________________
Barry M. Ginsburg

/s/ Philip D. Kaltenbacher Director March 12, 2004
__________________________
Philip D. Kaltenbacher

/s/ Reuben S. Leibowitz Director March 12, 2004
__________________________
Reuben S. Leibowitz

/s/ DAVID C. BLOOM David C. Bloom Chairman of the Board and Chief Executive Officer March 20, 2002

/s/ WILLIAM D. BLOOM William D. Bloom Vice Chairman March 20, 2002

/s/ LESLIE T. CHAO Leslie T. Chao President March 20, 2002

/s/ MICHAEL J. CLARKE Michael J. Clarke Chief Financial Officer March 20, 2002

/s/ BRENDAN T. BYRNE Brendan T. Byrne Director March 20, 2002

/s/ ROBERT FROMMER Robert Frommer Director March 20, 2002

/s/ BARRY M. GINSBURG Barry M. Ginsburg Director March 20, 2002

/s/ PHILIP D. KALTENBACHER Philip D. Kaltenbacher Director March 20, 2002

/s/ REUBEN S. LEIBOWITZ Reuben S. Leibowitz Director March 20, 2002

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