United StatesSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K  [X]
                           
                           
                           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2009OR[ ]
                           
                           
                           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period from _________ to _________ Commission file number 333-3526-01 TANGER PROPERTIES LIMITED PARTNERSHIP (Exact name of Registrant as specified in its charter)  North Carolina(State or other jurisdiction of incorporation or organization)
                           
                           
                           56-1822494(I.R.S. Employer Identification No.)3200 Northline Avenue, Suite 360Greensboro, NC 27408(Address of principal executive offices)
                           
                           
                           (336) 292-3010(Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is well-known seasoned
                     issuer, as defined in Rule 405 of the Securities Act.
                      Yes o No x Indicate by check mark if the registrant is not required to file
                     reports pursuant to Section 13 or Section 15(d) of the Act.
                      Yes o No x 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 o Indicate by check mark whether the registrant has submitted
                     electronically and posted on its corporate Web site, if any, every
                     Interactive Data File required to be submitted and posted pursuant to
                     Rule 405 of Regulation S-T (§232.405 of this chapter) during the
                     preceding 12 months (or for such shorter period that the registrant
                     was required to submit and post such files). Yes o No o Indicate by check mark if disclosure of delinquent filers pursuant to
                     Item 405 of Regulation S-K i(§229.405 of this chapter) s not
                     contained herein, and will not be contained, to the best of
                     Registrant's knowledge, in definitive proxy or information statements
                     incorporated by reference in Part III of this Form 10-K or any
                     amendment to this Form 10-K. o Indicate by check mark whether the registrant is a large accelerated
                     filer, an accelerated filer, a non-accelerated filer or a smaller
                     reporting company. See the definitions of "large accelerated filer"
                     "accelerated filer" and "smaller reporting company" (as defined in
                     Rule 12b-2 of the Securities and Exchange Act of 1934). o Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company Indicate by check mark whether the registrant is a shell company (as
                     defined by Rule 12b-2 of the Act). Yes o No x Documents Incorporated By Reference Part III incorporates certain information by reference from the
                     definitive proxy statement of Tanger Factory Outlet Centers, Inc. to
                     be filed with respect to the Annual Meeting of Shareholders to be
                     held May 14, 2010.
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PART I Item 1. Business The Company Tanger Properties Limited Partnership and subsidiaries is one of the
                     largest owners and operators of outlet centers in the United States.
                     We focus exclusively on developing, acquiring, owning, operating and
                     managing outlet shopping centers. As of December 31, 2009, we owned and operated 31 outlet centers, with a total gross
                     leasable area of approximately 9.2 million square feet. These outlet
                     centers were 96% occupied and contained over 1,900 stores,
                     representing approximately 330 store brands. We also operated and had
                     partial ownership interests in two outlet centers totaling
                     approximately 950,000 square feet. We are controlled by Tanger Factory Outlet Centers, Inc. and
                     subsidiaries, a fully integrated, self-administered and self-managed
                     real estate investment trust, or REIT. The company owns the majority
                     of the partnership interests issued by the Operating Partnership,
                     which we refer to as units, through its two wholly-owned
                     subsidiaries, the Tanger GP Trust and the Tanger LP Trust. The Tanger
                     GP Trust controls the Operating Partnership as its sole general
                     partner. The Tanger LP Trust holds a limited partnership interest.
                     The Tanger family, through its ownership of the Tanger Family Limited
                     Partnership, holds the remaining units as a limited partner. Stanley
                     K. Tanger, our founder and a member of the Company's Board of
                     Directors and a member of the Board of Trustees of our general
                     partner, is the sole general partner of the Tanger Family Limited
                     Partnership. Unless the context indicates otherwise, the term
                     "Operating Partnership" refers to Tanger Properties Limited
                     Partnership and subsidiaries and the term "Company" refers to Tanger
                     Factory Outlet Centers, Inc. and subsidiaries. The terms "we", "our"
                     and "us" refer to the Operating Partnership or the Operating
                     Partnership and the Company together, as the text requires. As of December 31, 2009, Tanger GP Trust owned 237,000 units of the Operating Partnership,
                     Tanger LP Trust owned 19,901,562 units of the Operating Partnership
                     and the Tanger Family Limited Partnership owned the remaining
                     3,033,305 units. Each Tanger Family Limited Partnership unit is
                     exchangeable for two of the Company's common shares, subject to
                     certain limitations to preserve the Company's status as a REIT. In
                     addition, Tanger LP Trust owned 3,000,000 preferred units which were
                     issued by the Operating Partnership in exchange for the proceeds from
                     the Company's issuance of 3.0 million 7.5% Class C Cumulative
                     Preferred Shares, or Class C Preferred Shares. If the Company redeems
                     any Class C Preferred Shares, the Operating Partnership will redeem
                     an equivalent number of preferred units for the liquidation
                     preference value of the Company's Class C Preferred Shares. As of February 1, 2010, the Company's directors and executive officers as a group
                     beneficially owned approximately 16% of all outstanding Company
                     common shares (assuming Tanger Family Limited Partnership's common
                     units are exchanged for common shares and after giving effect to the
                     exercise of any outstanding share and partnership unit options). Ownership of the Company's common shares is restricted to preserve
                     the Company's status as a REIT for federal income tax purposes.
                     Subject to certain exceptions, a person may not actually or
                     constructively own more than 4% of the Company's common shares or
                     9.8% of the Company's Class C Preferred Shares. The Company also
                     operates in a manner intended to enable it to preserve its status as
                     a REIT, including, among other things, making distributions with
                     respect to its outstanding common shares equal to at least 90% of its
                     taxable income each year. We are a North Carolina limited partnership that was formed in May
                     1993. Our executive offices are currently located at 3200 Northline
                     Avenue, Suite 360, Greensboro, North Carolina, 27408 and our
                     telephone number is (336) 292-3010. Our website can be accessed at www.tangeroutlet.com. A copy of our 10-K's, 10-Q's, 8-K's and any amendments thereto can
                     be obtained, free of charge, on our website as soon as reasonably
                     practicable after we file such material with, or furnish it to, the
                     Securities and Exchange Commission, or the Commission. Recent Developments Acquisition of Interest in Myrtle Beach Highway 17 Joint Venture On January 5, 2009, we purchased the remaining 50% interest in the Myrtle Beach Hwy 17
                     joint venture for a cash price of $32.0 million and the assumption of
                     the existing mortgage loan of $35.8 million. The acquisition was
                     funded by amounts available under our unsecured lines of credit. Retirement of Stanley K. Tanger Stanley K. Tanger, founder of the Company, retired as an employee and
                     resigned as the Company's Chairman of the Board and as the Chairman
                     of the Board of Trustees of our general partner effective September 1, 2009.  Pursuant to Mr. Tanger's employment agreement, as mutually agreed
                     upon by Mr. Tanger and us, he will receive a cash severance amount of
                     $3.4 million.  Additionally, the Board approved
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a modification to Mr. Tanger's restricted share agreements whereas,
                     upon his retirement, 216,000 unvested restricted common shares
                     previously granted to Mr. Tanger vested.  Mr. Tanger continues to
                     serve as a member of the Company's Board of Directors and a member of
                     the Board of Trustees of our general partner. Effective September 1, 2009, Jack Africk was appointed the Interim Non-Executive Chairman of the
                     Company's Board of Directors and Steven B. Tanger was appointed the
                     Chairman of the Board of Trustees of our general partner.  Mr. Africk
                     had served as the Lead Independent Director of the Board and has been
                     a member of the Board since 1993. New Development In October 2009, we closed on our development site in Mebane, North
                     Carolina and began construction on a Tanger Outlet Center totaling
                     approximately 317,000 square feet.  Currently, we have signed leases
                     or leases out for signature for approximately 73% of the total square
                     feet.  The estimated total cost of the project is approximately $64.9
                     million and we expect the center to be open in time for the 2010
                     holiday season. This project is being funded by operating cash flows
                     and amounts available under our unsecured lines of credit. Hilton Head I Redevelopment During the first quarter of 2009, we obtained approval from Beaufort
                     County, South Carolina to implement a redevelopment plan at the
                     Hilton Head I, SC outlet center. Based on our current redevelopment
                     timeline, we expect the redevelopment of the center, which includes
                     demolishing the existing center, to begin during the second quarter
                     of 2010 with the redeveloped center expected to open during the
                     second half of 2011. We currently expect the first phase of the
                     center to be approximately 150,000 square feet. We estimate that the
                     closure of the outlet center during 2010 for redevelopment will
                     decrease net income by approximately $2.0 million, an amount which
                     includes demolition costs which will be charged to operating expenses. Financing Transactions In May 2009, exchangeable notes of the Operating Partnership in the
                     principal amount of $142.3 million and a carrying amount of $135.3
                     million were exchanged for Company common shares, representing
                     approximately 95.2% of the total exchangeable notes outstanding prior
                     to the exchange offer. In the aggregate, the exchange offer resulted
                     in the issuance of approximately 4.9 million Company common shares
                     and the payment of approximately $1.2 million in cash for accrued and
                     unpaid interest and in lieu of fractional shares. The Operating
                     Partnership issued approximately 2.4 million partnership units to the
                     Company in consideration for the Company's issuance of common shares
                     to retire the exchangeable notes. Following settlement of the
                     exchange offer, exchangeable notes in the principal amount of
                     approximately $7.2 million, with a carrying amount of $7.0 million,
                     remained outstanding. In connection with the exchange offer, we
                     recognized in income from continuing operations and net income a gain
                     on early extinguishment of debt in the amount of $10.5 million. A
                     portion of the debt discount recorded amounting to approximately $7.0
                     million was written-off as part of the transaction. In August 2009, the Company completed a common share offering of 3.45
                     million shares at a price of $35.50 per share, with net proceeds of
                     approximately $116.8 million. The net proceeds from the sale were
                     contributed to the Operating Partnership in exchange for 87,000
                     common units to the general partner and 1,638,000 common units to the
                     limited partner. We used the net proceeds to repay borrowings under
                     our unsecured lines of credit and for general corporate purposes. In September 2009, Moody's Investors Service affirmed its Baa3 senior
                     unsecured rating for the Operating Partnership and revised our rating
                     outlook to positive from stable. We believe our financing activities in 2009 have improved the
                     strength of our balance sheet so that we can meet our current
                     expected obligations; however, due to the uncertainty and
                     unpredictability of the capital and credit markets, we can give no
                     assurance that affordable access to capital will exist between now
                     and 2011 when our next significant debt maturities occur. As a
                     result, our current primary focus is to strengthen our capital and
                     liquidity position by controlling and reducing construction and
                     overhead costs, generating positive cash flows from operations to
                     cover our distributions and reducing outstanding debt. The Outlet Concept Outlets are manufacturer-operated retail stores that sell primarily
                     first quality, branded products at significant discounts from regular
                     retail prices charged by department stores and specialty stores.
                     Outlet centers offer numerous advantages to both consumers and
                     manufacturers. Manufacturers selling in outlet stores are often able
                     to charge customers lower prices for brand name and designer products
                     by eliminating the third party retailer. Outlet centers also
                     typically have lower operating costs than other retailing formats,
                     which enhance the manufacturer's profit potential. Outlet centers
                     enable manufacturers to optimize the size of production runs while
                     continuing to maintain control of their distribution channels. In
                     addition, outlet centers benefit manufacturers by permitting them to
                     sell out-of-season, overstocked or discontinued merchandise without
                     alienating department stores or hampering the manufacturer's brand
                     name, as is often the case when merchandise is distributed via
                     discount chains.
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We believe that outlet centers will continue to present attractive
                     opportunities for capital investment in the long-term. We further
                     believe, based upon our contacts with present and prospective tenants
                     that many companies will continue to utilize the outlet concept as a
                     profitable distribution vehicle. However, due to present economic
                     conditions and illiquidity in the financial and credit markets, new
                     development or expansion may not provide the attractive investment
                     returns historically achieved. Our Outlet Centers Each of our outlet centers carries the Tanger brand name. We believe
                     that national manufacturers and consumers recognize the Tanger brand
                     as one that provides outlet shopping centers where consumers can
                     trust the brand, quality and price of the merchandise they purchase
                     directly from the manufacturers. As one of the original participants in this industry, we have
                     developed long-standing relationships with many national and regional
                     manufacturers. Because of our established relationships, we believe
                     we are well positioned for the long-term. Our outlet centers range in size from 24,619 to 729,315 square feet
                     and are typically located at least 10 miles from major department
                     stores and manufacturer-owned, full-price retail stores.
                     Manufacturers prefer these locations so that they do not compete
                     directly with their major customers and their own stores. Many of our
                     outlet centers are located near tourist destinations to attract
                     tourists who consider shopping to be a recreational activity.
                     Additionally, our centers are often situated in close proximity to
                     interstate highways that provide accessibility and visibility to
                     potential customers. As of February 1, 2010, we had a diverse tenant base comprised of approximately 330
                     different well-known, upscale, national designer or brand name
                     concepts, such as Polo Ralph Lauren, Off Saks Fifth Avenue, Neiman
                     Marcus, GAP, Banana Republic, Old Navy, Liz Claiborne, Juicy, Kate
                     Spade, Lucky Brand Jeans, Reebok, Tommy Hilfiger, Abercrombie &
                     Fitch, Hollister, Eddie Bauer, Coach Leatherware, Brooks Brothers,
                     BCGB, Michael Kors, Nike and others. Most of the outlet stores are
                     directly operated by the respective manufacturer. No single tenant (including affiliates) accounted for 10% or more of
                     combined base and percentage rental revenues during 2009, 2008 or
                     2007. As of February 1, 2010, our largest tenant, The Gap Inc., including all of its store
                     concepts, accounted for approximately 8.3% of our leasable square
                     feet and 5.3% of our combined base and percentage rental revenues.
                     Because our typical tenant is a large, national manufacturer, we
                     generally do not experience any material losses with respect to rent
                     collections or lease defaults. Only small portions of our revenues are dependent on contingent
                     revenue sources. Revenues from fixed rents and operating expense
                     reimbursements accounted for approximately 90% of our total revenues
                     in 2009. Revenues from contingent sources, such as percentage rents,
                     vending income and miscellaneous income, accounted for approximately
                     10% of 2009 revenues. Business History Stanley K. Tanger, the Company's founder and current member of the
                     Company's Board of Directors and the Board of Trustees of our general
                     partner, entered the outlet center business in 1981. Prior to
                     founding our company, Stanley K. Tanger and his son, Steven B.
                     Tanger, our President and Chief Executive Officer, built and managed
                     a successful family owned apparel manufacturing business,
                     Tanger/Creighton Inc., which included the operation of five outlet
                     stores. Based on their knowledge of the apparel and retail
                     industries, as well as their experience operating Tanger/Creighton
                     Inc.'s outlet stores, they recognized that there would be a demand
                     for outlet centers where a number of manufacturers could operate in a
                     single location and attract a large number of shoppers. Steven B. Tanger joined the Company in 1986. By June 1993, the
                     Tangers had developed 17 centers totaling approximately 1.5 million
                     square feet. In June 1993, we completed our initial public offering,
                     making Tanger Factory Outlet Centers, Inc. the first publicly traded
                     outlet center company. Since our initial public offering, we have
                     grown our portfolio through the strategic development, expansion and
                     acquisition of outlet centers and are now one of the largest owner
                     operators of outlet centers in the country. Business Strategy The Operating Partnership has been built on a firm foundation of
                     strong and enduring business relationships coupled with conservative
                     business practices. We partner with many of the world's best known
                     and most respected retailers and manufacturers. By fostering and
                     maintaining strong tenant relationships with these successful, high
                     volume companies, we have been able to solidify our position as a
                     leader in the outlet industry for more than a quarter century. The
                     confidence and trust that we have developed with our retail partners
                     from the very beginning has allowed us to forge the impressive retail
                     alliances that we enjoy today with approximately 330 brand name
                     manufacturers.
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Nothing takes the place of experience. We have had a solid track
                     record of success in the outlet industry for the past 29 years. In
                     1993, Tanger led the way by becoming the industry's first outlet
                     center company to be publicly traded. Our seasoned team of real
                     estate professionals utilize the knowledge and experience that we
                     have gained to give us a competitive advantage and a history of
                     accomplishments in the manufacturers' outlet business. We are proud to report that as of December 31, 2009, our wholly- owned outlet centers were 96% occupied with average
                     tenant sales of $339 per square foot. Our portfolio of properties has
                     had an average occupancy rate of 95% or greater on December 31st of
                     each year since 1981. The ability to achieve this level of
                     performance is a testament to our long-standing tenant relationships,
                     industry experience and our expertise in the development and
                     operation of manufacturers' outlet centers. Growth Strategy Growth does not happen by chance. Our goal is to build unitholder
                     value through a comprehensive, conservative plan for sustained,
                     long-term growth. We focus our efforts on increasing rents in our
                     existing centers, renovating and expanding of our mature centers and
                     reaching new markets through ground-up development or acquisition of
                     new outlet centers. Increasing Rents at Existing Centers Our leasing team implements an ongoing strategy designed to
                     positively impact our bottom line. This is accomplished through the
                     aggressive marketing of available space to maintain our standard for
                     high occupancy levels. Leases are negotiated to provide for
                     inflation-based contractual rent increases or periodic fixed
                     contractual rent increases and percentage rents. Due to the overall
                     high performance of our shopping centers, we have historically been
                     able to renew leases at higher base rents per square-foot and attract
                     stronger, more popular brands to replace underperforming tenants. Developing New Centers and Expanding Existing Centers We believe that there continue to be opportunities to introduce the
                     Tanger brand in untapped or under-served markets across the United
                     States in the long-term. As we search the country looking for new
                     markets, we do our homework and determine site viability on a timely
                     and cost-effective basis. Our 29 years of outlet industry experience,
                     extensive development expertise and strong retail relationships give
                     us a distinct competitive advantage. Keeping our shopping centers
                     across the nation vibrant and growing is a key part of our formula
                     for success. In order to maintain our reputation as the premiere
                     outlet shopping destination in the markets that we serve, we have an
                     ongoing program of renovations and expansions taking place at our
                     outlet centers. We hope that the current difficult conditions will
                     moderate over time but the timing of an economic recovery is unclear
                     and these conditions may not improve quickly. However, we expect
                     development to continue to be important to the growth of our
                     portfolio in the long-term. We follow a general set of guidelines when evaluating opportunities
                     for the development or acquisition of new centers. This typically
                     includes seeking locations within markets that have at least 1
                     million people residing within a 30 to 40 mile radius with an average
                     household income of at least $65,000 per year, frontage on a major
                     interstate or roadway that has excellent visibility and a traffic
                     count of at least 55,000 cars per day. Leading tourist, vacation and
                     resort markets that receive at least 5 million visitors annually are
                     also on our development radar and are closely evaluated. Although our
                     current goal is to target sites that are large enough to support
                     centers with approximately 75 stores totaling at least 300,000 square
                     feet, we maintain the flexibility to vary our minimum requirements
                     based on the unique characteristics of a site and our prospects for
                     future growth and success. In order to help ensure the viability of proceeding with a project,
                     we gauge the interest of our retail partners first. Historically, we
                     required that at least 50% of the space in each center is pre-leased
                     prior to acquiring the site and beginning construction. This
                     pre-leasing policy is consistent with our conservative financing
                     perspective and the discipline we impose upon ourselves. Construction
                     of a new outlet center has typically taken us nine to twelve months
                     from groundbreaking to the opening of the first tenant stores.
                     Construction for expansion and renovation to existing properties
                     typically takes less time, usually between six to nine months
                     depending on the scope of the project. Acquiring Centers As a means of creating a presence in key markets and to create
                     unitholder value, we may selectively choose to acquire individual
                     properties or portfolios of properties that meet our strategic
                     investment criteria. We believe that our extensive experience in the
                     outlet center business, access to capital markets, familiarity with
                     real estate markets and our management experience will allow us to
                     evaluate and execute our acquisition strategy successfully over time.
                     Through our tenant relationships, our leasing professionals have the
                     ability to implement a remerchandising strategy when needed to
                     increase occupancy rates and value. We believe that our managerial
                     skills, marketing expertise and overall outlet industry experience
                     will also allow us to add long-term value and viability to these
                     centers.
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Operating Strategy Increasing cash flow to enhance the value of our properties and
                     operations remains a primary business objective. Through targeted
                     marketing and operational efficiencies, we strive to improve sales
                     and profitability of our tenants and our outlet centers as a whole.
                     Achieving higher base and percentage rents and generating additional
                     income from temporary leasing, vending and other sources also remains
                     an important focus and goal. Leasing The long-standing retailer relationships that we enjoy allow us the
                     ability to provide our shoppers with a collection of the world's most
                     popular outlet stores. Tanger customers shop and save on their
                     favorite brand name merchandise including men's, women's and
                     children's ready-to-wear, lifestyle apparel, footwear, jewelry &
                     accessories, tableware, housewares, luggage and domestic goods. In
                     order for our centers to perform at a high level, our leasing
                     professionals continually monitor and evaluate tenant mix, store
                     size, store location and sales performance. They also work to assist
                     our tenants through re-sizing and re-location of retail space within
                     each of our centers for maximum sales of each retail unit across our
                     portfolio. Marketing Our marketing plans deliver compelling, well-crafted messages or
                     enticing promotions and events to targeted audiences for tangible,
                     meaningful and measurable results. Our plans are based on a basic
                     measure of success  increase sales and traffic for our retail
                     partners and we will create successful centers. Utilizing a strategic
                     mix of print, radio, television, direct mail, website, internet
                     advertising, social networks and public relations, we consistently
                     reinforce the message that "Tanger is the place to shop for the best
                     brands and the biggest outlet savings - direct from the
                     manufacturer". Our marketing efforts are also designed to build
                     loyalty with current Tanger shoppers and create awareness with
                     potential customers. The majority of consumer-marketing expenses
                     incurred by us are reimbursable by our tenants. Capital Strategy We believe we achieve a strong and flexible financial position by
                     attempting to: (1) manage our leverage position relative to our
                     portfolio when pursuing new development and expansion opportunities,
                     (2) extend and sequence debt maturities, (3) manage our interest rate
                     risk through a proper mix of fixed and variable rate debt, (4)
                     maintain access to liquidity by using our lines of credit in a
                     conservative manner and (5) preserve internally generated sources of
                     capital by strategically divesting of underperforming assets and
                     maintaining a conservative distribution payout ratio. We intend to retain the ability to raise additional capital,
                     including public debt or equity, to pursue attractive investment
                     opportunities that may arise and to otherwise act in a manner that we
                     believe to be in our unitholders' best interests. We have no
                     significant debt maturities until 2011. We, together with the
                     Company, updated our joint shelf registration in July 2009 that
                     allows us to register unspecified amounts of different classes of
                     securities on Form S-3. To generate capital to reinvest into other
                     attractive investment opportunities, we may also consider the use of
                     additional operational and developmental joint ventures, the sale or
                     lease of outparcels on our existing properties and the sale of
                     certain properties that do not meet our long-term investment
                     criteria. Based on cash provided by operations, existing credit
                     facilities, ongoing negotiations with certain financial institutions
                     and our ability to sell debt or issue equity subject to market
                     conditions, we believe that we have access to the necessary financing
                     to fund the planned capital expenditures during 2010. Although we receive most of our rental payments on a monthly basis,
                     distributions to unitholders are made quarterly and interest payments
                     on the senior, unsecured notes are made semi-annually. Amounts
                     accumulated for such payments will be used in the interim to reduce
                     the outstanding borrowings under our existing lines of credit or
                     invested in short-term money market or other suitable instruments. We believe our financing activities in 2009 have improved the
                     strength of our balance sheet so that we can meet our current
                     expected obligations; however, due to the uncertainty and
                     unpredictability of the capital and credit markets, we can give no
                     assurance that affordable access to capital will exist between now
                     and 2011 when our next significant debt maturities occur. As a
                     result, our current primary focus is to strengthen our capital and
                     liquidity position by controlling and reducing construction and
                     overhead costs, generating positive cash flows from operations to
                     cover our distributions and reducing outstanding debt.
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Competition We carefully consider the degree of existing and planned competition
                     in a proposed area before deciding to develop, acquire or expand a
                     new center. Our centers compete for customers primarily with outlet
                     centers built and operated by different developers, traditional
                     shopping malls and full- and off-price retailers. However, we believe
                     that the majority of our customers visit outlet centers because they
                     are intent on buying name-brand products at discounted prices.
                     Traditional full- and off-price retailers are often unable to provide
                     such a variety of name-brand products at attractive prices. Tenants of outlet centers typically avoid direct competition with
                     major retailers and their own specialty stores, and, therefore,
                     generally insist that the outlet centers be located not less than 10
                     miles from the nearest major department store or the tenants' own
                     specialty stores. For this reason, our centers compete only to a very
                     limited extent with traditional malls in or near metropolitan areas. We compete with one large national owner of outlet centers and
                     numerous small owners. During the last several years, the outlet
                     industry has been consolidating with smaller, less capitalized
                     operators struggling to compete with, or being acquired by, larger,
                     national outlet operators. High barriers to entry in the outlet
                     industry, including the need for extensive relationships with premier
                     brand name manufacturers, have minimized the number of new outlet
                     centers. This consolidation trend and the high barriers to entry,
                     along with our national presence, access to capital and extensive
                     tenant relationships, have allowed us to grow our business. Corporate and Regional Headquarters We rent space in an office building in Greensboro, North Carolina in
                     which our corporate headquarters is located. In addition, we rent a
                     regional office in New York City, New York under a lease agreement
                     and sublease agreement to better service our principal
                     fashion-related tenants, many of whom are based in and around
                     that area. We maintain offices and employ on-site managers at 31 centers. The
                     managers closely monitor the operation, marketing and local
                     relationships at each of their centers. Insurance We believe that as a whole our properties are covered by adequate
                     comprehensive liability, fire, flood, earthquake and extended loss
                     insurance provided by reputable companies with commercially
                     reasonable and customary deductibles and limits. Northline Indemnity,
                     LLC, or Northline, a wholly-owned captive insurance subsidiary of the
                     Operating Partnership, is responsible for losses up to certain levels
                     for property damage (including wind damage from hurricanes) prior to
                     third-party insurance coverage. Specified types and amounts of
                     insurance are required to be carried by each tenant under their lease
                     agreement with us. There are however, types of losses, like those
                     resulting from wars or nuclear radiation, which may either be
                     uninsurable or not economically insurable in some or all of our
                     locations. An uninsured loss could result in a loss to us of both our
                     capital investment and anticipated profits from the affected property. Employees As of February 1, 2010, we had 186 full-time employees, located at our corporate
                     headquarters in North Carolina, our regional office in New York and
                     our 31 business offices. At that date, we also employed 221 part-time
                     employees at various locations. Item 1A. Risk Factors Risks Related to Real Estate Investments We may be unable to develop new outlet centers or expand existing
                        outlet centers successfully. We continue to develop new outlet centers and expand outlet centers
                     as opportunities arise. However, there are significant risks
                     associated with our development activities in addition to those
                     generally associated with the ownership and operation of established
                     retail properties. While we have policies in place designed to limit
                     the risks associated with development, these policies do not mitigate
                     all development risks associated with a project. These risks include
                     the following:  significant expenditure of money and time on projects that may be
                     delayed or never be completed;  higher than projected construction costs;  shortage of construction materials and supplies;  failure to obtain zoning, occupancy or other governmental approvals
                     or to the extent required, tenant approvals; and
 7


 late completion because of construction delays, delays in the
                     receipt of zoning, occupancy and other approvals or other factors
                     outside of our control. Any or all of these factors may impede our development strategy and
                     adversely affect our overall business. The economic performance and the market value of our outlet centers
                        are dependent on risks associated with real property investments. Real property investments are subject to varying degrees of risk. The
                     economic performance and values of real estate may be affected by
                     many factors, including changes in the national, regional and local
                     economic climate, inflation, unemployment rates, consumer confidence,
                     local conditions such as an oversupply of space or a reduction in
                     demand for real estate in the area, the attractiveness of the
                     properties to tenants, competition from other available space, our
                     ability to provide adequate maintenance and insurance and increased
                     operating costs. Real property investments are relatively illiquid. Our outlet centers represent a substantial portion of our total
                     consolidated assets. These assets are relatively illiquid. As a
                     result, our ability to sell one or more of our outlet centers in
                     response to any changes in economic or other conditions is limited.
                     If we want to sell an outlet center, there can be no assurance that
                     we will be able to dispose of it in the desired time period or that
                     the sales price will exceed the cost of our investment. Properties may be subject to impairment charges which can adversely
                        affect our financial results. We periodically evaluate long-lived assets to determine if there has
                     been any impairment in their carrying values and record impairment
                     losses if the undiscounted cash flows estimated to be generated by
                     those assets are less than their carrying amounts or if there are
                     other indicators of impairment.  If it is determined that an
                     impairment has occurred, the amount of the impairment charge is equal
                     to the excess of the asset's carrying value over its estimated fair
                     value, which could have a material adverse effect on our financial
                     results in the accounting period in which the adjustment is made.
                      Our estimates of undiscounted cash flows expected to be generated by
                     each property are based on a number of assumptions that are subject
                     to economic and market uncertainties including, but not limited to,
                     demand for space, competition for tenants, changes in market rental
                     rates and costs to operate each property. As these factors are
                     difficult to predict and are subject to future events that may alter
                     our assumptions, the future cash flows estimated in our impairment
                     analyses may not be achieved. We face competition for the acquisition of outlet centers, and we may
                        not be able to complete acquisitions that we have identified. One component of our business strategy is expansion through
                     acquisitions, and we may not be successful in completing acquisitions
                     that are consistent with our strategy. We compete with institutional
                     pension funds, private equity investors, other REITs, small owners of
                     outlet centers, specialty stores and others who are engaged in the
                     acquisition, development or ownership of outlet centers and stores.
                     These competitors may affect the supply/demand dynamics and,
                     accordingly, increase the price we must pay for outlet centers we
                     seek to acquire. These competitors may succeed in acquiring those
                     outlet centers themselves. Also, our potential acquisition targets
                     may find our competitors to be more attractive acquirers because they
                     may have greater marketing and financial resources, may be willing to
                     pay more, or may have a more compatible operating philosophy. In
                     addition, the number of entities competing for outlet centers may
                     increase in the future, which would increase demand for these outlet
                     centers and the prices we must pay to acquire them. If we pay higher
                     prices for outlet centers, our profitability may be reduced. Also,
                     once we have identified potential acquisitions, such acquisitions are
                     subject to the successful completion of due diligence, the
                     negotiation of definitive agreements and the satisfaction of
                     customary closing conditions. We cannot assure you that we will be
                     able to reach acceptable terms with the sellers or that these
                     conditions will be satisfied. We may be subject to environmental regulation. Under various federal, state and local laws, ordinances and
                     regulations, we may be considered an owner or operator of real
                     property and may be responsible for paying for the disposal or
                     treatment of hazardous or toxic substances released on or in our
                     property or disposed of by us, as well as certain other potential
                     costs which could relate to hazardous or toxic substances (including
                     governmental fines and injuries to persons and property). This
                     liability may be imposed whether or not we knew about, or were
                     responsible for, the presence of hazardous or toxic substances. Risks Related to our Business Our earnings and therefore our profitability are entirely dependent
                        on rental income from real property.
 8


Substantially all of our income is derived from rental income from
                     real property. Our income and funds for distribution would be
                     adversely affected if a significant number of our tenants were unable
                     to meet their obligations to us or if we were unable to lease a
                     significant amount of space in our centers on economically favorable
                     lease terms. In addition, the terms of outlet store tenant leases
                     traditionally have been significantly shorter than in other retail
                     segments. There can be no assurance that any tenant whose lease
                     expires in the future will renew such lease or that we will be able
                     to re-lease space on economically favorable terms. We are substantially dependent on the results of operations of our retailers. Our operations are necessarily subject to the results of operations
                     of our retail tenants. A portion of our rental revenues are derived
                     from percentage rents that directly depend on the sales volume of
                     certain tenants. Accordingly, declines in these tenants' results of
                     operations would reduce the income produced by our properties. If the
                     sales of our retail tenants decline sufficiently, such tenants may be
                     unable to pay their existing rents as such rents would represent a
                     higher percentage of their sales. Any resulting leasing delays,
                     failures to make payments or tenant bankruptcies could result in the
                     termination of such tenants' leases. A number of companies in the retail industry, including some of our
                     tenants, have declared bankruptcy or have voluntarily closed certain
                     of their stores in recent years. The bankruptcy of a major tenant or
                     number of tenants may result in the closing of certain affected
                     stores, and we may not be able to re-lease the resulting vacant space
                     for some time or for equal or greater rent. Such bankruptcy could
                     have a material adverse effect on our results of operations and could
                     result in a lower level of funds for distribution. Certain of our properties are subject to ownership interests held by
                        third parties, whose interests may conflict with ours and thereby
                        constrain us from taking actions concerning these properties which
                        otherwise would be in the best interests of the Company and our
                        shareholders. We own partial interests in and manage two outlet centers. We perform
                     the property management and leasing services for these properties and
                     receive fees for these services. As property manager of the joint ventures that own the properties, we
                     have certain fiduciary responsibilities to the other members in those
                     joint ventures. The approval or consent of the other members is
                     required before we may sell, finance, expand or make other
                     significant changes in the operations of such properties. We also may
                     not have control over certain major decisions, including leasing and
                     the timing and amount of distributions, which could result in
                     decisions by the managing member that do not fully reflect our
                     interests. To the extent such approvals or consents are required, we
                     may experience difficulty in, or may be prevented from, implementing
                     our plans with respect to expansion, development, financing or other
                     similar transactions with respect to such properties. An uninsured loss or a loss that exceeds our insurance policies on
                        our outlet centers or the insurance policies of our tenants could
                        subject us to lost capital and revenue on those centers. Some of the risks to which our outlet centers are subject, including
                     risks of war and earthquakes, hurricanes and other natural disasters,
                     are not insurable or may not be insurable in the future. Should a
                     loss occur that is uninsured or in an amount exceeding the combined
                     aggregate limits for the insurance policies noted above or in the
                     event of a loss that is subject to a substantial deductible under an
                     insurance policy, we could lose all or part of our capital invested
                     in and anticipated revenue from one or more of our outlet centers,
                     which could adversely affect our results of operations and financial
                     condition, as well as our ability to make distributions to our
                     shareholders. Under the terms and conditions of our leases, tenants generally are
                     required to indemnify and hold us harmless from liabilities resulting
                     from injury to persons and contamination of air, water, land or
                     property, on or off the premises, due to activities conducted in the
                     leased space, except for claims arising from negligence or
                     intentional misconduct by us or our agents. Additionally, tenants
                     generally are required, at the tenant's expense, to obtain and keep
                     in full force during the term of the lease, liability and property
                     damage insurance policies issued by companies acceptable to us. These
                     policies include liability coverage for bodily injury and property
                     damage arising out of the ownership, use, occupancy or maintenance of
                     the leased space. All of these policies may involve substantial
                     deductibles and certain exclusions. Therefore, an uninsured loss or
                     loss that exceeds the insurance policies of our tenants could also
                     subject us to lost capital and revenue. Historically high fuel prices may impact consumer travel and spending habits. Most shoppers use private automobile transportation to travel to our
                     outlet centers and many of our centers are not easily accessible by
                     public transportation. Increasing fuel costs may reduce the number of
                     trips to our centers thus reducing the amount spent at our centers.
                     Many of our outlet center locations near tourist destinations may
                     experience an even more acute reduction of shoppers if there were a
                     reduction of people opting to drive to vacation destinations. Such
                     reductions in traffic could adversely impact our percentage rents and
                     ability to renew and release space at current rental rates.
 9


Increasing fuel costs may also reduce disposable income and decrease
                     demand for retail products. Such a decrease could adversely affect
                     the results of operations of our retail tenants and adversely impact
                     our percentage rents and ability to renew and release space at
                     current rental rates. Risks Related to our Indebtedness and Financial Markets We are subject to the risks associated with debt financing. We are subject to the risks associated with debt financing, including
                     the risk that the cash provided by our operating activities will be
                     insufficient to meet required payments of principal and interest. If
                     the national and world-wide financial crisis does not continue to
                     improve, disruptions in the capital and credit markets may adversely
                     affect our operations, including the ability to fund the planned
                     capital expenditures and potential new developments or acquisitions.
                     Further, there is the risk that we will not be able to repay or
                     refinance existing indebtedness or that the terms of any refinancing
                     will not be as favorable as the terms of existing indebtedness. If we
                     are unable to access capital markets to refinance our indebtedness on
                     acceptable terms, we might be forced to dispose of properties on
                     disadvantageous terms, which might result in losses. Risks Related to Federal Income Tax Laws The Company is required by law to make distributions to its
                        shareholders and therefore we must make distributions to the Company. To obtain the favorable tax treatment associated with the Company's
                     qualification as a REIT, generally, the Company is required to
                     distribute to its common and preferred shareholders at least 90.0% of
                     its net taxable income (excluding capital gains) each year. The
                     Company depends upon distributions or other payments from us to make
                     distributions to its common and preferred shareholders. Item 1B. Unresolved Staff Comments There are no unresolved staff comments from the Commission. Item 2. Properties As of February 1, 2010, our wholly-owned portfolio consisted of 31 outlet centers totaling
                     9.2 million square feet located in 21 states. We operate and own
                     interests in two other centers totaling approximately 950,000 square
                     feet through unconsolidated joint ventures. Our centers range in size
                     from 24,619 to 729,315 square feet. The centers are generally located
                     near tourist destinations or along major interstate highways to
                     provide visibility and accessibility to potential customers. We believe that the centers are well diversified geographically and
                     by tenant and that we are not dependent upon any single property or
                     tenant. Our Riverhead, New York center is the only property that
                     represented more than 10% of our consolidated total assets or
                     consolidated total revenues as of December 31, 2009. See "Business and Properties - Significant Property" for further details. We have an ongoing strategy of acquiring centers, developing new
                     centers and expanding existing centers. See "Management's Discussion
                     and Analysis of Financial Condition and Results of
                     Operations--Liquidity and Capital Resources" for a discussion of the
                     cost of such programs and the sources of financing thereof. With the acquisition of the remaining 50% interest in the Myrtle
                     Beach Hwy 17 joint venture in January 2009, we now have one center
                     which serves as collateral for a mortgage note payable. Of the 31
                     outlet centers in our wholly-owned portfolio, we own the land
                     underlying twenty-seven and have ground leases on four. The following
                     table sets forth information about the land leases on which all or a
                     portion of four centers are located on:  Outlet Center
                           
                           
                           Acres
                           
                           
                           Expiration
                           
                           
                           Expirationincludingrenewal termsMyrtle Beach Hwy 17, SC
                           
                           
                           40.0
                           
                           
                           2027
                           
                           
                           2096Sevierville, TN
                           
                           
                           41.6
                           
                           
                           2046
                           
                           
                           2046Riverhead, NY
                           
                           
                           47.0
                           
                           
                           2014
                           
                           
                           2039Rehoboth Beach, DE
                           
                           
                           2.7
                           
                           
                           2044
                           
                           
                           (1
                           ) (1) Lease may be renewed at our option for additional terms of twenty
                        years each.
 10


The initial term of our typical tenant lease averages approximately
                     five years. Generally, leases provide for the payment of fixed
                     monthly rent in advance. There are often contractual base rent
                     increases during the initial term of the lease. In addition, the
                     rental payments are customarily subject to upward adjustments based
                     upon tenant sales volume. Most leases provide for payment by the
                     tenant of real estate taxes, insurance, common area maintenance,
                     advertising and promotion expenses incurred by the applicable center.
                     As a result, the majority of our operating expenses for the centers
                     are borne by the tenants.
 11


The following table summarizes certain information with respect to
                     our wholly-owned outlet centers as of February 1, 2010.  State
                           
                           
                           Number ofCenters
                           
                           
                           SquareFeet
                           
                           
                           %of Square FeetSouth Carolina
                           
                           
                           4
                           
                           
                           1,549,824
                           
                           
                           17Georgia
                           
                           
                           3
                           
                           
                           850,130
                           
                           
                           9New York
                           
                           
                           1
                           
                           
                           729,315
                           
                           
                           8Pennsylvania
                           
                           
                           2
                           
                           
                           625,678
                           
                           
                           7Texas
                           
                           
                           2
                           
                           
                           619,729
                           
                           
                           7Delaware
                           
                           
                           1
                           
                           
                           568,868
                           
                           
                           6Alabama
                           
                           
                           1
                           
                           
                           557,235
                           
                           
                           6Michigan
                           
                           
                           2
                           
                           
                           436,751
                           
                           
                           5Tennessee
                           
                           
                           1
                           
                           
                           419,038
                           
                           
                           4Missouri
                           
                           
                           1
                           
                           
                           302,992
                           
                           
                           3Utah
                           
                           
                           1
                           
                           
                           298,379
                           
                           
                           3Connecticut
                           
                           
                           1
                           
                           
                           291,051
                           
                           
                           3Louisiana
                           
                           
                           1
                           
                           
                           282,403
                           
                           
                           3Iowa
                           
                           
                           1
                           
                           
                           277,230
                           
                           
                           3Oregon
                           
                           
                           1
                           
                           
                           270,280
                           
                           
                           3Illinois
                           
                           
                           1
                           
                           
                           250,439
                           
                           
                           3New Hampshire
                           
                           
                           1
                           
                           
                           245,698
                           
                           
                           3Florida
                           
                           
                           1
                           
                           
                           198,950
                           
                           
                           2North Carolina
                           
                           
                           2
                           
                           
                           186,413
                           
                           
                           2California
                           
                           
                           1
                           
                           
                           171,300
                           
                           
                           2Maine
                           
                           
                           2
                           
                           
                           84,313
                           
                           
                           1Total
                           
                           
                           31
                           
                           
                           9,216,016
                           
                           
                           100
 12


The following table summarizes certain information with respect to
                     our existing outlet centers in which we have an ownership interest as
                     of February 1, 2010. Except as noted, all properties are fee owned.  Location
                           
                           
                           SquareFeet
                           
                           
                           %OccupiedWholly-Owned Outlet CentersRiverhead, New York (1)
                           
                           
                           729,315
                           
                           
                           99Rehoboth, Delaware (1)
                           
                           
                           568,868
                           
                           
                           99Foley, Alabama
                           
                           
                           557,235
                           
                           
                           89San Marcos, Texas
                           
                           
                           441,929
                           
                           
                           98Myrtle Beach Hwy 501, South Carolina
                           
                           
                           426,417
                           
                           
                           89Sevierville, Tennessee (1)
                           
                           
                           419,038
                           
                           
                           100Myrtle Beach Hwy 17, South Carolina (1)
                           
                           
                           402,466
                           
                           
                           99Washington, Pennsylvania
                           
                           
                           370,526
                           
                           
                           87Commerce II, Georgia
                           
                           
                           370,512
                           
                           
                           95Hilton Head, South Carolina
                           
                           
                           368,626
                           
                           
                           87Charleston, South Carolina
                           
                           
                           352,315
                           
                           
                           96Howell, Michigan
                           
                           
                           324,631
                           
                           
                           96Branson, Missouri
                           
                           
                           302,992
                           
                           
                           99Park City, Utah
                           
                           
                           298,379
                           
                           
                           99Locust Grove, Georgia
                           
                           
                           293,868
                           
                           
                           95Westbrook, Connecticut
                           
                           
                           291,051
                           
                           
                           91Gonzales, Louisiana
                           
                           
                           282,403
                           
                           
                           100Williamsburg, Iowa
                           
                           
                           277,230
                           
                           
                           91Lincoln City, Oregon
                           
                           
                           270,280
                           
                           
                           99Lancaster, Pennsylvania
                           
                           
                           255,152
                           
                           
                           100Tuscola, Illinois
                           
                           
                           250,439
                           
                           
                           81Tilton, New Hampshire
                           
                           
                           245,698
                           
                           
                           100Fort Myers, Florida
                           
                           
                           198,950
                           
                           
                           90Commerce I, Georgia
                           
                           
                           185,750
                           
                           
                           54Terrell, Texas
                           
                           
                           177,800
                           
                           
                           100Barstow, California
                           
                           
                           171,300
                           
                           
                           100West Branch, Michigan
                           
                           
                           112,120
                           
                           
                           98Blowing Rock, North Carolina
                           
                           
                           104,235
                           
                           
                           100Nags Head, North Carolina
                           
                           
                           82,178
                           
                           
                           94Kittery I, Maine
                           
                           
                           59,694
                           
                           
                           100Kittery II, Maine
                           
                           
                           24,619
                           
                           
                           1009,216,016
                           
                           
                           94Unconsolidated Joint VenturesWisconsin Dells, Wisconsin (50% owned)
                           
                           
                           265,061
                           
                           
                           97Deer Park, New York (33.3% owned) (2)
                           
                           
                           684,851
                           
                           
                           82  (1
                           )
                           
                           These properties or a portion thereof are subject to a ground lease.(2
                           )
                           
                           Includes a 29,253 square foot warehouse adjacent to the property
                                 utilized to support the operations of the retail tenants.
 13


Lease Expirations The following table sets forth, as of February 1, 2010, scheduled lease expirations for our wholly-owned outlet centers,
                     assuming none of the tenants exercise renewal options.  Year
                           
                           
                           No. ofLeasesExpiring
                           
                           
                           Approx. SquareFeet (1)
                           
                           
                           AverageAnnualizedBase Rentper sq. ft
                           
                           
                           AnnualizedBase Rent (2)
                           
                           
                           % of GrossAnnualizedBase Rent Representedby ExpiringLeases2010
                           
                           
                           229
                           
                           
                           949,000
                           
                           $
                           16.15
                           
                           $
                           15,325,000
                           
                           
                           102011
                           
                           
                           324
                           
                           
                           1,466,000
                           
                           
                           16.73
                           
                           
                           24,524,000
                           
                           
                           162012
                           
                           
                           320
                           
                           
                           1,499,000
                           
                           
                           17.04
                           
                           
                           25,549,000
                           
                           
                           172013
                           
                           
                           332
                           
                           
                           1,510,000
                           
                           
                           19.11
                           
                           
                           28,852,000
                           
                           
                           192014
                           
                           
                           210
                           
                           
                           973,000
                           
                           
                           18.99
                           
                           
                           18,475,000
                           
                           
                           122015
                           
                           
                           101
                           
                           
                           438,000
                           
                           
                           19.75
                           
                           
                           8,650,000
                           
                           
                           62016
                           
                           
                           57
                           
                           
                           271,000
                           
                           
                           22.21
                           
                           
                           6,018,000
                           
                           
                           42017
                           
                           
                           69
                           
                           
                           315,000
                           
                           
                           20.89
                           
                           
                           6,580,000
                           
                           
                           42018
                           
                           
                           66
                           
                           
                           291,000
                           
                           
                           26.86
                           
                           
                           7,815,000
                           
                           
                           52019
                           
                           
                           56
                           
                           
                           248,000
                           
                           
                           26.43
                           
                           
                           6,554,000
                           
                           
                           42020 & thereafter
                           
                           
                           41
                           
                           
                           224,000
                           
                           
                           21.81
                           
                           
                           4,885,000
                           
                           
                           31,805
                           
                           
                           8,184,000
                           
                           $
                           18.72
                           
                           $
                           153,227,000
                           
                           
                           100  (1)
                           
                           
                           Excludes leases that have been entered into but which tenant has not
                                 yet taken possession, vacant suites, space under construction,
                                 temporary leases and month-to-month leases totaling in the aggregate
                                 approximately 1,032,000 square feet.(2)
                           
                           
                           Annualized base rent is defined as the minimum monthly payments due as of February 1, 2010 annualized, excluding periodic contractual fixed increases and rents
                                 calculated based on a percentage of tenants' sales. Rental and Occupancy Rates The following table sets forth information regarding the expiring
                     leases for our wholly-owned outlet centers during each of the last
                     five calendar years.  Total Expiring
                           
                           
                           
                           
                           
                           Renewed by ExistingTenantsYear
                           
                           
                           Square Feet
                           
                           
                           % ofTotal CenterSquare Feet
                           
                           
                           
                           
                           
                           Square Feet
                           
                           
                           % ofExpiringSquare Feet2009
                           
                           
                           1,502,000
                           
                           
                           16
                           
                           
                           
                           
                           
                           1,218,000
                           
                           
                           812008
                           
                           
                           1,350,000
                           
                           
                           16
                           
                           
                           
                           
                           
                           1,103,000
                           
                           
                           822007
                           
                           
                           1,572,000
                           
                           
                           19
                           
                           
                           
                           
                           
                           1,246,000
                           
                           
                           792006
                           
                           
                           1,760,000
                           
                           
                           21
                           
                           
                           
                           
                           
                           1,466,000
                           
                           
                           832005
                           
                           
                           1,812,000
                           
                           
                           22
                           
                           
                           
                           
                           
                           1,525,000
                           
                           
                           84
 14


The following tables set forth the weighted average base rental rate
                     increases per square foot on both a cash and straight-line basis for
                     our wholly-owned outlet centers upon re-leasing stores that were
                     turned over or renewed during each of the last five calendar years. Cash Basis (excludes periodic, contractual fixed rent increases)  Renewals of Existing Leases
                           
                           
                           
                           
                           
                           Stores Re-leased to New Tenants (1)Average AnnualizedBase Rents($ per sq. ft.)
                           
                           
                           
                           
                           
                           
                           
                           
                           Average AnnualizedBase Rents($ per sq. ft.)Year
                           
                           
                           SquareFeet
                           
                           
                           Expiring
                           
                           
                           New
                           
                           
                           %Increase
                           
                           
                           
                           
                           
                           SquareFeet
                           
                           
                           Expiring
                           
                           
                           New
                           
                           
                           %Increase2009
                           
                           
                           1,218,000
                           
                           $
                           16.96
                           
                           $
                           18.07
                           
                           
                           7
                           
                           
                           
                           
                           
                           305,000
                           
                           $
                           19.23
                           
                           $
                           23.31
                           
                           
                           212008
                           
                           
                           1,103,000
                           
                           $
                           17.33
                           
                           $
                           19.69
                           
                           
                           14
                           
                           
                           
                           
                           
                           492,000
                           
                           $
                           18.39
                           
                           $
                           24.48
                           
                           
                           332007
                           
                           
                           1,246,000
                           
                           $
                           16.11
                           
                           $
                           17.85
                           
                           
                           11
                           
                           
                           
                           
                           
                           610,000
                           
                           $
                           17.07
                           
                           $
                           22.26
                           
                           
                           302006
                           
                           
                           1,466,000
                           
                           $
                           15.91
                           
                           $
                           17.22
                           
                           
                           8
                           
                           
                           
                           
                           
                           465,000
                           
                           $
                           16.43
                           
                           $
                           19.16
                           
                           
                           172005
                           
                           
                           1,525,000
                           
                           $
                           15.44
                           
                           $
                           16.37
                           
                           
                           6
                           
                           
                           
                           
                           
                           419,000
                           
                           $
                           16.56
                           
                           $
                           17.74
                           
                           
                           7 Straight-line Basis (includes periodic, contractual fixed rent increases) (2)  Renewals of Existing Leases
                           
                           
                           
                           
                           
                           Stores Re-leased to New Tenants (1)Average Annualized Base Rents($ per sq. ft.)
                           
                           
                           
                           
                           
                           
                           
                           
                           Average Annualized Base Rents($ per sq. ft.)Year
                           
                           
                           Square Feet
                           
                           
                           Expiring
                           
                           
                           New
                           
                           
                           %Increase
                           
                           
                           
                           
                           
                           SquareFeet
                           
                           
                           Expiring
                           
                           
                           New
                           
                           
                           %Increase2009
                           
                           
                           1,218,000
                           
                           $
                           16.80
                           
                           $
                           18.43
                           
                           
                           10
                           
                           
                           
                           
                           
                           305,000
                           
                           $
                           18.83
                           
                           $
                           24.66
                           
                           
                           312008
                           
                           
                           1,103,000
                           
                           $
                           17.29
                           
                           $
                           20.31
                           
                           
                           17
                           
                           
                           
                           
                           
                           492,000
                           
                           $
                           18.03
                           
                           $
                           25.97
                           
                           
                           442007
                           
                           
                           1,246,000
                           
                           $
                           15.94
                           
                           $
                           18.15
                           
                           
                           14
                           
                           
                           
                           
                           
                           610,000
                           
                           $
                           16.75
                           
                           $
                           23.41
                           
                           
                           402006
                           
                           
                           1,466,000
                           
                           $
                           15.65
                           
                           $
                           17.43
                           
                           
                           11
                           
                           
                           
                           
                           
                           465,000
                           
                           $
                           16.19
                           
                           $
                           19.90
                           
                           
                           23  (1)
                           
                           
                           The square footage released to new tenants for 2009, 2008, 2007, 2006
                                 and 2005 contains 73,000, 139,000, 164,000, 129,000 and 112,000
                                 square feet, respectively, that was released to new tenants upon
                                 expiration of an existing lease during the current year.(2)
                           
                           
                           Information not available prior to 2006. Occupancy Costs We believe that our ratio of average tenant occupancy cost (which
                     includes base rent, common area maintenance, real estate taxes,
                     insurance, advertising and promotions) to average sales per square
                     foot is low relative to other forms of retail distribution. The
                     following table sets forth for tenants that report sales, for each of
                     the last five years, tenant occupancy costs per square foot as a
                     percentage of reported tenant sales per square foot for our
                     wholly-owned centers.  Year
                           
                           
                           Occupancy Costs as a% of Tenant Sales2009
                           
                           
                           8.52008
                           
                           
                           8.22007
                           
                           
                           7.72006
                           
                           
                           7.42005
                           
                           
                           7.5
 15


Tenants The following table sets forth certain information for our
                     wholly-owned centers with respect to our ten largest tenants and
                     their store concepts as of February 1, 2010.  Tenant
                           
                           
                           Numberof Stores
                           
                           
                           Square Feet
                           
                           
                           % of TotalSquare FeetThe Gap, Inc.:Old Navy
                           
                           
                           21
                           
                           
                           316,512
                           
                           
                           3.4GAP
                           
                           
                           25
                           
                           
                           242,127
                           
                           
                           2.7Banana Republic
                           
                           
                           20
                           
                           
                           167,542
                           
                           
                           1.8Gap Kids
                           
                           
                           6
                           
                           
                           35,349
                           
                           
                           0.472
                           
                           
                           761,530
                           
                           
                           8.3Phillips-Van Heusen Corporation:Bass Shoe
                           
                           
                           29
                           
                           
                           186,518
                           
                           
                           2.0Van Heusen
                           
                           
                           28
                           
                           
                           113,357
                           
                           
                           1.2Calvin Klein, Inc.
                           
                           
                           14
                           
                           
                           77,571
                           
                           
                           0.9Izod
                           
                           
                           18
                           
                           
                           48,952
                           
                           
                           0.589
                           
                           
                           426,398
                           
                           
                           4.6Dress Barn, Inc.:Dress Barn
                           
                           
                           25
                           
                           
                           199,553
                           
                           
                           2.2Justice
                           
                           
                           19
                           
                           
                           83,255
                           
                           
                           0.9Maurice's
                           
                           
                           7
                           
                           
                           28,456
                           
                           
                           0.3Dress Barn Woman
                           
                           
                           3
                           
                           
                           18,572
                           
                           
                           0.2Dress Barn Petite
                           
                           
                           2
                           
                           
                           9,570
                           
                           
                           0.156
                           
                           
                           339,406
                           
                           
                           3.7Nike:Nike
                           
                           
                           21
                           
                           
                           295,679
                           
                           
                           3.2Cole-Haan
                           
                           
                           3
                           
                           
                           9,223
                           
                           
                           0.1Converse
                           
                           
                           3
                           
                           
                           8,758
                           
                           
                           0.127
                           
                           
                           313,660
                           
                           
                           3.4VF Outlet Inc.:VF Outlet
                           
                           
                           8
                           
                           
                           199,541
                           
                           
                           2.2Nautica Factory Stores
                           
                           
                           19
                           
                           
                           90,916
                           
                           
                           1.0Vans
                           
                           
                           4
                           
                           
                           12,000
                           
                           
                           0.1Nautica Kids
                           
                           
                           1
                           
                           
                           2,500
                           
                           
                           *
                           *32
                           
                           
                           304,957
                           
                           
                           3.3Adidas:Reebok
                           
                           
                           22
                           
                           
                           204,048
                           
                           
                           2.2Adidas
                           
                           
                           8
                           
                           
                           74,030
                           
                           
                           0.8Rockport
                           
                           
                           4
                           
                           
                           12,046
                           
                           
                           0.134
                           
                           
                           290,124
                           
                           
                           3.1Liz Claiborne:Liz Claiborne
                           
                           
                           23
                           
                           
                           237,525
                           
                           
                           2.6Lucky Brand Jeans
                           
                           
                           6
                           
                           
                           18,630
                           
                           
                           0.2Juicy
                           
                           
                           2
                           
                           
                           5,275
                           
                           
                           0.1Liz Claiborne Women
                           
                           
                           1
                           
                           
                           3,100
                           
                           
                           *
                           *DKNY Jeans
                           
                           
                           1
                           
                           
                           3,000
                           
                           
                           *
                           *Kate Spade
                           
                           
                           1
                           
                           
                           2,500
                           
                           
                           *
                           *34
                           
                           
                           270,030
                           
                           
                           2.9Carter's:OshKosh B'Gosh
                           
                           
                           24
                           
                           
                           122,282
                           
                           
                           1.3Carter's
                           
                           
                           23
                           
                           
                           107,223
                           
                           
                           1.247
                           
                           
                           229,505
                           
                           
                           2.5Polo Ralph Lauren:Polo Ralph Lauren
                           
                           
                           21
                           
                           
                           189,669
                           
                           
                           2.1Polo Jeans Outlet
                           
                           
                           1
                           
                           
                           5,000
                           
                           
                           0.1Polo Ralph Lauren Children
                           
                           
                           1
                           
                           
                           3,000
                           
                           
                           *
                           *23
                           
                           
                           197,669
                           
                           
                           2.2Jones Retail Corporation:Jones Retail Corporation
                           
                           
                           15
                           
                           
                           50,905
                           
                           
                           0.6Nine West
                           
                           
                           19
                           
                           
                           49,042
                           
                           
                           0.5Easy Spirit
                           
                           
                           17
                           
                           
                           44,264
                           
                           
                           0.5Kasper
                           
                           
                           11
                           
                           
                           27,303
                           
                           
                           0.3Anne Klein
                           
                           
                           5
                           
                           
                           12,155
                           
                           
                           0.1Jones NY Sport
                           
                           
                           1
                           
                           
                           4,000
                           
                           
                           *
                           *68
                           
                           
                           187,669
                           
                           
                           2.0Total of all tenants listed in table
                           
                           
                           482
                           
                           
                           3,320,948
                           
                           
                           36.0 * Less than 0.1%.
 16


Significant Property The Riverhead, New York center is the only property that comprises
                     more than 10% of our consolidated gross revenues. No property
                     comprises more than 10% of our consolidated total assets. The
                     Riverhead center, originally constructed in 1994, represented 11% of
                     our consolidated total revenues for the year ended December 31, 2009. The Riverhead center is 729,315 square feet. Tenants at the Riverhead outlet center principally conduct retail
                     sales operations. The following table shows occupancy and certain
                     base rental information related to this property as of December 31, 2009, 2008 and 2007:  Center Occupancy
                           
                           
                           2009
                           
                           
                           2008
                           
                           
                           2007Riverhead, NY
                           
                           
                           99
                           %
                           
                           98
                           %
                           
                           100
                           %Average base rental rates per weighted average square foot
                           
                           
                           2009
                           
                           
                           2008
                           
                           
                           2007Riverhead, NY
                           
                           $
                           26.21
                           
                           $
                           25.36
                           
                           $
                           23.59 Depreciation on the outlet centers is computed on the straight-line
                     basis over the estimated useful lives of the assets. We generally use
                     estimated lives ranging from 25 to 33 years for buildings, 15 years
                     for land improvements and seven years for equipment. Expenditures for
                     ordinary maintenance and repairs are charged to operations as
                     incurred while significant renovations and improvements, including
                     tenant finishing allowances, which improve and/or extend the useful
                     life of the asset are capitalized and depreciated over their
                     estimated useful life. At December 31, 2009, the net federal tax basis of the Riverhead center was approximately
                     $67.7 million. Real estate taxes assessed on this center during 2009
                     amounted to $3.8 million. Real estate taxes for 2010 are estimated to
                     be approximately $3.9 million. The following table sets forth, as of February 1, 2010, combined, scheduled lease expirations at the Riverhead outlet
                     center assuming that none of the tenants exercise renewal options:  Year
                           
                           
                           No. of Leases Expiring (1)
                           
                           
                           Square Feet (1)
                           
                           
                           Annualized Base Rent per Square Foot
                           
                           
                           Annualized Base Rent (2)
                           
                           
                           % of Gross Annualized Base Rent Represented by Expiring Leases2010
                           
                           
                           9
                           
                           
                           35,000
                           
                           $
                           24.46
                           
                           $
                           856,000
                           
                           
                           52011
                           
                           
                           13
                           
                           
                           81,000
                           
                           
                           22.51
                           
                           
                           1,823,000
                           
                           
                           102012
                           
                           
                           37
                           
                           
                           161,000
                           
                           
                           25.33
                           
                           
                           4,078,000
                           
                           
                           222013
                           
                           
                           24
                           
                           
                           126,000
                           
                           
                           26.42
                           
                           
                           3,329,000
                           
                           
                           182014
                           
                           
                           22
                           
                           
                           110,000
                           
                           
                           23.60
                           
                           
                           2,596,000
                           
                           
                           142015
                           
                           
                           10
                           
                           
                           56,000
                           
                           
                           25.20
                           
                           
                           1,411,000
                           
                           
                           82016
                           
                           
                           6
                           
                           
                           14,000
                           
                           
                           41.67
                           
                           
                           583,000
                           
                           
                           32017
                           
                           
                           7
                           
                           
                           29,000
                           
                           
                           38.41
                           
                           
                           1,114,000
                           
                           
                           62018
                           
                           
                           7
                           
                           
                           30,000
                           
                           
                           33.30
                           
                           
                           999,000
                           
                           
                           52019
                           
                           
                           4
                           
                           
                           19,000
                           
                           
                           34.21
                           
                           
                           650,000
                           
                           
                           42020 and thereafter
                           
                           
                           6
                           
                           
                           32,000
                           
                           
                           30.53
                           
                           
                           977,000
                           
                           
                           5Total
                           
                           
                           145
                           
                           
                           693,000
                           
                           $
                           26.57
                           
                           $
                           18,416,000
                           
                           
                           100  (1)
                           
                           
                           Excludes leases that have been entered into but which tenant has not
                                 taken possession, vacant suites, temporary leases and month-to-month
                                 leases totaling in the aggregate approximately 36,000 square feet.(2)
                           
                           
                           Annualized base rent is defined as the minimum monthly payments due as of February 1, 2010, excluding periodic contractual fixed increases and rents calculated
                                 based on a percentage of tenants' sales. Item 3. Legal Proceedings We are subject to legal proceedings and claims that have arisen in
                     the ordinary course of our business and have not been finally
                     adjudicated. In our opinion, the ultimate resolution of these matters
                     will have no material effect on our results of operations or
                     financial condition.
 17


Item 4. Submission of Matters to a Vote of Security Holders Reserved. EXECUTIVE OFFICERS OF THE COMPANY The Operating Partnership does not have any officers. The following
                     table sets forth certain information concerning the executive
                     officers of the Company which controls the Operating Partnership
                     through its ownership of the general partner, Tanger GP Trust:  NAME
                           
                           
                           AGE
                           
                           
                           POSITIONSteven B Tanger
                           
                           
                           61
                           
                           
                           Director, President and Chief Executive OfficerFrank C. Marchisello, Jr.
                           
                           
                           51
                           
                           
                           Executive Vice President  Chief Financial Officer and SecretaryCarrie A. Geldner
                           
                           
                           47
                           
                           
                           Senior Vice President  MarketingKevin M. Dillon
                           
                           
                           51
                           
                           
                           Senior Vice President  Construction and DevelopmentLisa J. Morrison
                           
                           
                           50
                           
                           
                           Senior Vice President  LeasingJames F. Williams
                           
                           
                           45
                           
                           
                           Senior Vice President  ControllerVirginia R. Summerell
                           
                           
                           51
                           
                           
                           Vice President  Treasurer and Assistant Secretary The following is a biographical summary of the experience of our
                     executive officers of the Company: Steven B. Tanger. Mr. Tanger is a director of the Company and was named President and
                     Chief Executive Officer effective January 1, 2009. Mr. Tanger served as President and Chief Operating Officer from January 1, 1995 to December 2008. Previously, Mr. Tanger served as Executive Vice
                     President from 1986 to December 1994. He has been with Tanger-related
                     companies for most of his professional career, having served as
                     Executive Vice President of Tanger/Creighton for 10 years. He is
                     responsible for all phases of project development, including site
                     selection, land acquisition, development and leasing. Mr. Tanger is a
                     graduate of the University of North Carolina at Chapel Hill and the
                     Stanford University School of Business Executive Program. Mr. Tanger
                     is the son of Stanley K. Tanger. Frank C. Marchisello, Jr. Mr. Marchisello was named Executive Vice President and Chief
                     Financial Officer in April 2003 and was additionally named Secretary
                     in May 2005. Previously he was named Senior Vice President and Chief
                     Financial Officer in January 1999 after being named Vice President
                     and Chief Financial Officer in November 1994. Previously, he served
                     as Chief Accounting Officer from January 1993 to November 1994. He
                     was employed by Gilliam, Coble & Moser, certified public accountants,
                     from 1981 to 1992, the last six years of which he was a partner of
                     the firm in charge of various real estate clients. Mr. Marchisello is
                     responsible for the Company's financial reporting processes, as well
                     as supervisory responsibility over the senior officers that oversee
                     the Company's accounting, finance, operations, marketing, human
                     resources, information systems and legal functions. Mr. Marchisello
                     is a graduate of the University of North Carolina at Chapel Hill and
                     is a certified public accountant. Carrie A. Geldner. Ms. Geldner was named Senior Vice President - Marketing in May
                     2000. Previously, she held the position of Vice President  Marketing
                     from September 1996 to May 2000 and Assistant Vice President -
                     Marketing from December 1995 to September 1996. Prior to joining
                     Tanger, Ms. Geldner was with Prime Retail, L.P. for 4 years where she
                     served as Regional Marketing Director responsible for coordinating
                     and directing marketing for five outlet centers in the southeast
                     region. Prior to joining Prime Retail, L.P., Ms. Geldner was
                     Marketing Manager for North Hills, Inc. for five years and also
                     served in the same role for the Edward J. DeBartolo Corp. for two
                     years. Ms. Geldner is a graduate of East Carolina University. Kevin M. Dillon. Mr. Dillon was named Senior Vice President  Construction and
                     Development in August 2004. Previously, he held the positions of Vice
                     President  Construction and Development from May 2002 to August
                     2004, Vice President  Construction from October 1997 to May 2002,
                     Director of Construction from September 1996 to October 1997 and
                     Construction Manager from November 1993, the month he joined the
                     Company, to September 1996. Prior to joining the Company, Mr. Dillon
                     was employed by New Market Development Company for six years where he
                     served as Senior Project Manager. Prior to joining New Market, Mr.
                     Dillon was the Development Director of Western Development Company
                     where he spent 6 years. Lisa J. Morrison. Ms. Morrison was named Senior Vice President  Leasing in August
                     2004. Previously, she held the positions of Vice President  Leasing
                     from May 2001 to August 2004, Assistant Vice President of Leasing
                     from August 2000 to May 2001 and Director of Leasing from April 1999
                     until August 2000. Prior to joining the Company, Ms. Morrison was
                     employed by the Taubman Company and Trizec Properties, Inc. where she
                     served as a leasing agent. Her major responsibilities include
                     managing the leasing strategies for our operating properties, as well
                     as expansions and new development. She also oversees the leasing
                     personnel and the merchandising and occupancy for Tanger properties. James F. Williams. Mr. Williams was named Senior Vice President and Controller in
                     February 2006. Mr. Williams joined the Company in September 1993, was
                     named Controller in January 1995 and was also named Assistant Vice
                     President in January 1997 and Vice President in April 2004. Prior to
                     joining the Company Mr. Williams was the Financial Reporting Manager
                     of Guilford Mills, Inc. from April
 18


1991 to September 1993 and was employed by Arthur Andersen for 5
                     years from 1987 to 1991. His major responsibilities include oversight
                     and supervision of the Company's accounting and financial reporting
                     functions. Mr. Williams graduated from the University of North
                     Carolina at Chapel Hill in December 1986 and is a certified public
                     accountant. Virginia R. Summerell. Ms. Summerell was named Vice President, Treasurer and Assistant
                     Secretary of the Company in May 2005. Since joining the Company in
                     August 1992, she has held various positions including Treasurer,
                     Assistant Secretary and Director of Finance. Her major
                     responsibilities include developing and maintaining banking
                     relationships, oversight of all project and corporate finance
                     transactions, management of treasury systems and the supervision of
                     the Company's credit department. Previously she served as a Vice
                     President and in other capacities at Bank of America and its
                     predecessors in Real Estate and Corporate Lending for nine years. Ms.
                     Summerell is a graduate of Davidson College and holds an MBA from
                     Wake Forest University.
 19


PART II Item 5. Market For Registrant's Common Equity, Related Shareholder
                        Matters and Issuer Purchases of Equity Securities Market Information There is no established public trading market for our common or
                     preferred units. As of December 31, 2009, the Company's wholly-owned subsidiaries, Tanger GP Trust and Tanger
                     LP Trust, owned 20,138,562 common units and the Tanger Family Limited
                     Partnership owned 3,033,305 common units as a limited partner. We
                     made distributions per common unit during 2009 and 2008 as follows:  2009
                           
                           
                           2008First Quarter
                           
                           
                           
                           
                           $
                           .760
                           
                           $
                           .72Second Quarter
                           
                           
                           
                           
                           
                           .765
                           
                           
                           .76Third Quarter
                           
                           
                           
                           
                           
                           .765
                           
                           
                           .76Fourth Quarter
                           
                           
                           
                           
                           
                           .765
                           
                           
                           .76$
                           3.055
                           
                           $
                           3.00 Distributions The Company operates in a manner intended to enable it to qualify as
                     a REIT under the Internal Revenue Code, or the Code. A REIT is
                     required to distribute at least 90% of its taxable income to its
                     shareholders each year. The Company depends upon distributions or
                     payments from us to make distributions to its common and preferred
                     shareholders. The Company intends to continue to qualify as a REIT
                     and to distribute substantially all of its taxable income to its
                     shareholders through the payment of regular quarterly dividends.
                     Certain of our debt agreements limit the payment of distributions
                     such that distributions shall not exceed funds from operations, or
                     FFO, as defined in the agreements, for the prior fiscal year on an
                     annual basis or 95% of FFO on a cumulative basis. Securities Authorized for Issuance under Equity Compensation Plans The information required by this Item is set forth in Part III Item
                     12 of this document.
 20


Item 6. Selected Financial Data Note: As discussed in Note 3 to the consolidated financial
                        statements, effective January 1, 2009, we adopted several new accounting pronouncements all of which
                        required retrospective application.  2009
                           
                           
                           2008
                           
                           
                           2007
                           
                           
                           2006
                           
                           
                           2005(in thousands, except per unit and center data)OPERATING DATATotal revenues
                           
                           $
                           271,685
                           
                           $
                           245,391
                           
                           $
                           228,765
                           
                           $
                           210,962
                           
                           $
                           197,949Operating income
                           
                           
                           64,726
                           
                           
                           78,901
                           
                           
                           71,565
                           
                           
                           68,942
                           
                           
                           73,769Income from continuing operations
                           
                           
                           67,495
                           
                           
                           29,718
                           
                           
                           30,438
                           
                           
                           28,501
                           
                           
                           7,678Net income
                           
                           
                           67,495
                           
                           
                           29,718
                           
                           
                           30,556
                           
                           
                           42,699
                           
                           
                           6,077SHARE DATABasic:Income from continuing operations
                           
                           $
                           2.91
                           
                           $
                           1.26
                           
                           $
                           1.31
                           
                           $
                           1.23
                           
                           $
                           .12Net income available to common unitholders
                           
                           $
                           2.91
                           
                           $
                           1.26
                           
                           $
                           1.31
                           
                           $
                           2.01
                           
                           $
                           .30Weighted average common units
                           
                           
                           20,991
                           
                           
                           18,575
                           
                           
                           18,444
                           
                           
                           18,333
                           
                           
                           17,223Diluted:Income from continuing operations
                           
                           $
                           2.91
                           
                           $
                           1.25
                           
                           $
                           1.29
                           
                           $
                           1.22
                           
                           $
                           .12Net income available to common unitholders
                           
                           $
                           2.91
                           
                           $
                           1.25
                           
                           $
                           1.29
                           
                           $
                           1.99
                           
                           $
                           .30Weighted average common units
                           
                           
                           21,039
                           
                           
                           18,644
                           
                           
                           18,790
                           
                           
                           18,512
                           
                           
                           17,305Common distributions paid
                           
                           $
                           3.06
                           
                           $
                           3.00
                           
                           $
                           2.84
                           
                           $
                           2.69
                           
                           $
                           2.56BALANCE SHEET DATAReal estate assets, before depreciation
                           
                           $
                           1,507,870
                           
                           $
                           1,399,755
                           
                           $
                           1,287,241
                           
                           $
                           1,216,859
                           
                           $
                           1,152,866Total assets
                           
                           
                           1,178,500
                           
                           
                           1,121,639
                           
                           
                           1,059,846
                           
                           
                           1,040,319
                           
                           
                           1,000,363Debt
                           
                           
                           584,611
                           
                           
                           786,863
                           
                           
                           695,002
                           
                           
                           664,518
                           
                           
                           663,607Total partners' equity
                           
                           
                           521,063
                           
                           
                           265,903
                           
                           
                           294,148
                           
                           
                           327,445
                           
                           
                           299,580OTHER DATACash flows provided by (used in):Operating activities
                           
                           $
                           127,269
                           
                           $
                           96,964
                           
                           $
                           98,609
                           
                           $
                           88,354
                           
                           $
                           83,912Investing activities
                           
                           $
                           (76,228
                           )
                           $
                           (133,483
                           )
                           $
                           (84,803
                           )
                           $
                           (63,336
                           )
                           $
                           (336,563
                           )Financing activities
                           
                           $
                           (52,779
                           )
                           $
                           39,078
                           
                           $
                           (19,826
                           )
                           $
                           (19,531
                           )
                           $
                           251,488Gross Leasable Area Open:Wholly-owned
                           
                           
                           9,216
                           
                           
                           8,820
                           
                           
                           8,398
                           
                           
                           8,388
                           
                           
                           8,261Partially-owned (unconsolidated)
                           
                           
                           950
                           
                           
                           1,352
                           
                           
                           667
                           
                           
                           667
                           
                           
                           402Managed
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           293
                           
                           
                           64Number of outlet centers:Wholly-owned
                           
                           
                           31
                           
                           
                           30
                           
                           
                           29
                           
                           
                           30
                           
                           
                           31Partially-owned (unconsolidated)
                           
                           
                           2
                           
                           
                           3
                           
                           
                           2
                           
                           
                           2
                           
                           
                           1Managed
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           3
                           
                           
                           1
 21


Item 7. Management's Discussion and Analysis of Financial Condition
                        and Results of Operations Cautionary Statements Certain statements made below are forward-looking statements within
                     the meaning of Section 27A of the Securities Act and Section 21E of
                     the Exchange Act. We intend such forward-looking statements to be
                     covered by the safe harbor provisions for forward-looking statements
                     contained in the Private Securities Reform Act of 1995 and included
                     this statement for purposes of complying with these safe harbor
                     provisions. Forward-looking statements, which are based on certain
                     assumptions and describe our future plans, strategies and
                     expectations, are generally identifiable by use of the words
                     'believe', 'expect', 'intend', 'anticipate', 'estimate', 'project',
                     or similar expressions. You should not rely on forward-looking
                     statements since they involve known and unknown risks, uncertainties
                     and other factors which are, in some cases, beyond our control and
                     which could materially affect our actual results, performance or
                     achievements. Factors which may cause actual results to differ
                     materially from current expectations include, but are not limited to,
                     those set forth under Item 1A  Risk Factors. The following discussion should be read in conjunction with the
                     consolidated financial statements appearing elsewhere in this report.
                     Historical results and percentage relationships set forth in the
                     consolidated statements of operations, including trends which might
                     appear, are not necessarily indicative of future operations. General Overview At December 31, 2009, we had 31 wholly-owned centers in 21 states totaling 9.2 million
                     square feet compared to 30 centers in 21 states totaling 8.8 million
                     square feet as of December 31, 2008. The changes in the number of centers, square feet and states are
                     due to the following events:  No. of Centers
                           
                           
                           Square feet(000's)
                           
                           
                           StatesAs of December 31, 2008
                           
                           
                           
                           
                           
                           30
                           
                           
                           8,820
                           
                           
                           21Center expansion:Commerce II, Georgia
                           
                           
                           
                           
                           
                           
                           
                           
                           23
                           
                           
                           Acquisition:Myrtle Beach Hwy 17, South Carolina
                           
                           
                           
                           
                           
                           1
                           
                           
                           402
                           
                           
                           Other
                           
                           
                           
                           
                           
                           
                           
                           
                           (29
                           )
                           
                           As of December 31, 2009
                           
                           
                           
                           
                           
                           31
                           
                           
                           9,216
                           
                           
                           21 Results of Operations 2009 Compared to 2008 BASE RENTALS Base rentals increased $15.8 million, or 10%, in the 2009 period
                     compared to the 2008 period. The following table sets forth the
                     changes in various components of base rents from 2008 to 2009 (in
                     thousands):  2009
                           
                           
                           2008
                           
                           
                           Increase/(Decrease)Incremental base rent from new development and expansion
                           
                           $
                           7,134
                           
                           $
                           2,788
                           
                           $
                           4,346Incremental base rent from acquisition
                           
                           
                           9,279
                           
                           
                           
                           
                           
                           9,279Existing property base rentals
                           
                           
                           157,398
                           
                           
                           154,401
                           
                           
                           2,997Termination fees
                           
                           
                           1,036
                           
                           
                           1,523
                           
                           
                           (487
                           )Amortization of net below market rent adjustments
                           
                           
                           70
                           
                           
                           356
                           
                           
                           (286
                           )$
                           174,917
                           
                           $
                           159,068
                           
                           $
                           15,849 In August 2008 we opened our new outlet center in Washington,
                     Pennsylvania and during the second quarter of 2009 opened an
                     additional expansion phase at our outlet center in Commerce, Georgia.
                     In January 2009 we completed the acquisition of the remaining 50%
                     interest in the joint venture that held the Myrtle Beach Hwy 17,
                     South Carolina center.  The Myrtle Beach Hwy 17 outlet center is now
                     wholly-owned and has been consolidated in our 2009 period results.
 22


Base rental income generated from existing properties in our
                     portfolio increased due to increases in rental rates on lease
                     renewals and incremental rents from re-tenanting vacant space. The above increases were partially offset by a reduction at existing
                     centers in the recognition of termination fees in the 2009 period
                     compared to the 2008 period. The 2009 period included approximately
                     $1.0 million of termination fees compared to $1.5 million in the 2008
                     period due to fewer tenants terminating leases early.  Payments
                     received from the early termination of leases are recognized as
                     revenue from the time the payment is receivable until the tenant
                     vacates the space. Also, included in base rentals is the amortization from the value of
                     the above and below market leases recorded as a result of our
                     property acquisitions 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
                     net amortization of above and below market leases, excluding the
                     newly acquired Myrtle Beach Hwy 17 property, for the 2009 period was
                     an increase to base rentals of approximately $70,000. This represents
                     a decrease of approximately $286,000, or 80%, over the 2008 period
                     amount of approximately $356,000. The decrease is due to the aging
                     acquired leases that exist in our portfolio. At December 31, 2009, the net liability representing the amount of unrecognized below
                     market lease values totaled approximately $2.4 million. 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 above or below market lease value will be
                     written off and could materially impact our net income positively or
                     negatively. PERCENTAGE RENTALS Percentage rentals, which represent revenues based on a percentage of
                     tenants' sales volume above predetermined levels (the breakpoint),
                     decreased $257,000, or 4% from the 2008 period to the 2009 period.
                     The following table sets forth the changes in percentage rentals from
                     2008 to 2009 (in thousands):  2009
                           
                           
                           2008
                           
                           
                           Increase/(Decrease)Incremental percentage rentals from new development
                           
                           $
                           78
                           
                           $
                           12
                           
                           $
                           66Incremental percentage rentals from acquisition
                           
                           
                           389
                           
                           
                           
                           
                           
                           389Existing property percentage rentals
                           
                           
                           6,334
                           
                           
                           7,046
                           
                           
                           (712
                           )$
                           6,801
                           
                           $
                           7,058
                           
                           $
                           (257
                           ) Tenant sales were negatively impacted by the general weakness in the
                     US economy. In addition, a significant number of tenants that renewed
                     their leases renewed at much higher base rental rates and,
                     accordingly, had increases to their contractual breakpoint levels
                     used in determining their percentage rentals. This essentially
                     transformed a variable rent component into a fixed rent component.
 23


EXPENSE REIMBURSEMENTS Expense reimbursements increased $6.7 million, or 9%, in the 2009
                     period compared to the 2008 period. The following table sets forth
                     the changes in various components of expense reimbursements from 2008
                     to 2009 (in thousands):  2009
                           
                           
                           2008
                           
                           
                           Increase/(Decrease)Incremental expense reimbursements from new development and expansions
                           
                           $
                           5,092
                           
                           $
                           2,659
                           
                           $
                           2,433Incremental expense reimbursement from acquisition
                           
                           
                           3,824
                           
                           
                           
                           
                           
                           3,824Existing property expense reimbursement
                           
                           
                           69,426
                           
                           
                           68,616
                           
                           
                           810Termination fees allocated to expense reimbursements
                           
                           
                           347
                           
                           
                           729
                           
                           
                           (382
                           )$
                           78,689
                           
                           $
                           72,004
                           
                           $
                           6,685 Expense reimbursements, which represent the contractual recovery from
                     tenants of certain common area maintenance, insurance, property tax,
                     promotional, advertising and management expenses, generally fluctuate
                     consistently with the reimbursable property operating expenses to
                     which they relate. The increase is due primarily to the $6.3 million
                     of reimbursed expenses from our new Washington, PA outlet center and
                     the now wholly-owned Myrtle Beach Hwy 17, SC outlet center. OTHER INCOME Other income increased $4.0 million, or 55%, in the 2009 period as
                     compared to the 2008 period due primarily to the a $3.3 million gain
                     on the sale of a land outparcel at our Washington, PA center in
                     August 2009 and approximately $473,000 in incremental other vending
                     income associated with the incremental addition of the Washington, PA
                     and Myrtle Beach Hwy 17 centers as described above. The remainder of
                     the increase related to management fees earned from services provided
                     to the Deer Park joint venture which opened in October 2008. This
                     increase in fees was partially offset by a decrease in fees from
                     services provided to the Myrtle Beach Hwy 17 joint venture which
                     became wholly-owned in January 2009. PROPERTY OPERATING EXPENSES Property operating expenses increased $6.8 million, or 8%, in the
                     2009 period compared to the 2008 period. The following table sets
                     forth the changes in various components of property operating
                     expenses from 2008 to 2009 (in thousands):  2009
                           
                           
                           2008
                           
                           
                           Increase/(Decrease)Incremental operating expenses from new development and expansion
                           
                           $
                           3,854
                           
                           $
                           2,239
                           
                           $
                           1,615Incremental operating expenses from acquisition
                           
                           
                           4,636
                           
                           
                           
                           
                           
                           4,636Existing property operating expenses
                           
                           
                           79,387
                           
                           
                           75,735
                           
                           
                           3,652Abandoned due diligence costs
                           
                           
                           797
                           
                           
                           3,923
                           
                           
                           (3,126
                           )$
                           88,674
                           
                           $
                           81,897
                           
                           $
                           6,777 The increase is due primarily to the $6.3 million of incremental
                     operating costs from our new Washington, PA outlet center, the
                     expansion at our Commerce II, GA outlet center and the now
                     wholly-owned Myrtle Beach Hwy 17, SC outlet center. The land that the
                     Myrtle Beach Hwy 17 property was constructed on is subject to a land
                     lease of approximately $1.1 million per year. The increases in
                     operating expenses at our existing centers related to various common
                     area maintenance projects and increased snow removal costs. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses increased $10.3 million, or 46%,
                     in the 2009 period as compared to the 2008 period. Effective September 1, 2009, Stanley K. Tanger, founder of the Company, retired as an employee.
                     His severance consisted of a cash payment of $3.4 million and $6.9
                     million of share-based compensation from the accelerated vesting of
                     restricted Company common shares. The cash payment will be made
                     during the second quarter of 2010. The savings during the fourth
                     quarter of 2009 from Mr. Tanger's retirement was offset during the
                     period from additional bad debt expenses. DEPRECIATION AND AMORTIZATION EXPENSES Depreciation and amortization increased $18.2 million, or 29%, in the
                     2009 period compared to the 2008 period.  During the first quarter of
                     2009, we obtained approval from Beaufort County, South Carolina to
                     implement a redevelopment plan at the Hilton Head I, SC outlet
                     center. Based on our current redevelopment timeline, we intend to
                     demolish the existing buildings by the end of the second quarter
 24


of 2010 and therefore have changed the estimated useful life to end
                     at that time. As a result of this change in useful life, additional
                     depreciation and amortization of approximately $6.3 million was
                     recognized during the 2009 period.  The accelerated depreciation and
                     amortization reduced income from continuing operations and net income
                     by approximately $.29 per unit for the year ended December 31, 2009.  Of the remaining increase in depreciation and amortization, $11.4
                     million is due to the addition of the Washington, PA and Myrtle Beach
                     Hwy 17, SC centers to the wholly-owned portfolio. INTEREST EXPENSE Interest expense decreased $3.4 million, or 8%, in the 2009 period
                     compared to the 2008 period. The decrease is primarily related to the
                     extinguishment of a principal amount of $142.3 million of
                     exchangeable notes through the issuance of equity described below and
                     the issuance of 3.45 million common shares by the Company in August
                     2009. The net proceeds from the Company's equity offering,
                     contributed to the Operating Partnership in exchange for 87,000
                     common units to the general partner and 1,638,000 common units to the
                     limited partner, were used to reduce amounts outstanding under our
                     unsecured lines of credit. Also, a significant portion of our
                     outstanding debt is comprised of unsecured lines of credit which
                     incur interest based on the LIBOR index plus a credit spread. The
                     2009 period has seen unprecedented low LIBOR index levels which have
                     reduced the overall borrowing rate associated with our lines
                     of credit. IMPAIRMENT CHARGE During the second quarter 2009, we determined that the estimated
                     future undiscounted cash flows of our Commerce I, GA outlet center
                     did not exceed the property's carrying value based on deteriorating
                     amounts of net operating income and the expectation that the
                     occupancy rate of the property will significantly decrease in future
                     periods. Therefore, we recorded a $5.2 million non-cash impairment
                     charge in our consolidated statement of operations which equaled the
                     excess of the property's carrying value over its fair value. We
                     determined the fair value using a market approach whereby we
                     considered the prevailing market income capitalization rates and
                     sales data for transactions involving similar assets. There were no
                     such charges during the 2008 period. GAIN ON EARLY EXTINGUISHMENT OF DEBT In May 2009, exchangeable notes of the Operating Partnership in the
                     principal amount of $142.3 million and a carrying amount of $135.3
                     million were exchanged for Company common shares, representing
                     approximately 95.2% of the total exchangeable notes outstanding prior
                     to the exchange offer. In the aggregate, the exchange offer resulted
                     in the issuance of approximately 4.9 million Company common shares
                     and the payment of approximately $1.2 million in cash for accrued and
                     unpaid interest and in lieu of fractional shares. The Operating
                     Partnership issued approximately 2.4 million partnership units to the
                     Company in consideration for the Company's issuance of common shares
                     to retire the exchangeable notes. Following settlement of the
                     exchange offer, exchangeable notes in the principal amount of
                     approximately $7.2 million, with a carrying amount of $7.0 million,
                     remained outstanding. In connection with the exchange offering, we
                     recognized in income from continuing operations and net income a gain
                     on early extinguishment of debt in the amount of $10.5 million. GAIN ON FAIR VALUE MEASUREMENT OF PREVIOUSLY HELD INTEREST IN
                        ACQUIRED JOINT VENTURE On January 5, 2009, we purchased the remaining 50% interest in the Myrtle Beach Hwy 17
                     joint venture for a cash price of $32.0 million and the assumption of
                     the existing mortgage loan of $35.8 million.  The acquisition was
                     funded by amounts available under our unsecured lines of credit.  We
                     had owned a 50% interest in the Myrtle Beach Hwy 17 joint venture
                     since its formation in 2001 and accounted for it under the equity
                     method.  The joint venture is now 100% owned by us and is
                     consolidated in 2009.  The acquisition was accounted for under the
                     new guidance for acquisitions which was effective January 1, 2009.  Under this guidance, we recorded a gain of $31.5 million which
                     represented the difference between the fair market value of our
                     previously owned interest and its cost basis. LOSS ON SETTLEMENT OF US TREASURY RATE LOCKS During the second quarter of 2008, we settled two interest rate lock
                     protection agreements which were intended to fix the U.S. Treasury
                     index at an average rate of 4.62% for 10 years for an aggregate $200
                     million of new public debt which was expected to be issued in July
                     2008. We originally entered into these agreements in 2005. Upon the
                     closing of the LIBOR based unsecured term loan facility, we
                     determined that we were unlikely to execute such a U.S. Treasury
                     based debt offering. The settlement of the interest rate lock
                     protection agreements, at a total cost of $8.9 million, was reflected
                     as a loss on settlement of U.S. treasury rate locks in our
                     consolidated statements of operations. EQUITY IN EARNINGS (LOSSES) OF UNCONSOLIDATED JOINT VENTURES Equity in earnings (losses) of unconsolidated joint ventures
                     decreased $2.4 million in the 2009 period compared to the 2008
                     period.  The 2009 period does not include any equity in earnings from
                     the Myrtle Beach Hwy 17 joint venture as we acquired the remaining
                     50% interest in January 2009. The acquisition resulted in a decrease
                     of approximately $1.4 million in equity in earnings. In addition our
                     equity
 25


in the losses incurred by the Deer Park property, decreased in 2009
                     by approximately $700,000 due to depreciation charges and leverage on
                     the project which was open for a full year in the 2009 period.  We
                     expect results to improve during the stabilization of the property. 2008 Compared to 2007 BASE RENTALS Base rentals increased $12.2 million, or 8%, in the 2008 period
                     compared to the 2007 period. Our base rental income increase was due
                     mainly to increases in rental rates on lease renewals and incremental
                     rents from re-tenanting vacant space. During the 2008 period, we
                     executed 377 leases totaling approximately 1.6 million square feet at
                     an average increase of 26% in base rental rates. This compares to our
                     execution of 460 leases totaling approximately 1.9 million square
                     feet at an average increase of 23% in base rental rates during the
                     2007 period. Base rentals also increased approximately $2.1 million
                     due to the August 2008 opening of our new outlet center in
                     Washington, Pennsylvania located south of Pittsburgh, Pennsylvania.
                     In addition, during the fourth quarter of 2007 and first quarter of
                     2008, we added approximately 144,000 square feet of expansion space
                     at existing outlet centers. The 2008 period includes a full year
                     effect of additional base rent from these expansions. In addition, the amount of termination fees recognized in the 2008
                     period was approximately $1.5 million higher when compared to the
                     2007 period due to several tenants terminating leases early. Payments
                     received from the early termination of leases are recognized as
                     revenue from the time the payment is receivable until the tenant
                     vacates the space. The values of the above and below market leases recorded as a result
                     of our property acquisitions 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. For the 2008 period, we recorded $356,000 to
                     rental income for the net amortization of market lease values
                     compared with $1.1 million for the 2007 period. At December 31, 2008, the net liability representing the amount of unrecognized below
                     market lease values totaled approximately $560,000. 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 above or below market lease value will be
                     written off and could materially impact our net income positively or
                     negatively. PERCENTAGE RENTALS Percentage rentals, which represent revenues based on a percentage of
                     tenants' sales volume above predetermined levels (the breakpoint),
                     decreased $1.7 million or 19%. Sales were negatively impacted by the
                     general weakness in the U.S. economy during the 2008 period. Reported
                     same-space sales per square foot for the twelve months ended December 31, 2008, excluding our center in Foley, Alabama and on Highway 501 in Myrtle
                     Beach, South Carolina, both of which have been going through major
                     renovations, were $336 per square foot, a 1.6% decrease over the
                     prior year. Same-space sales is defined as the weighted average sales
                     per square foot reported in space open for the full duration of each
                     comparison period. In addition, percentage rentals were negatively
                     impacted by a significant number of tenants that renewed their leases
                     at much higher base rental rates and, accordingly, had increases to
                     their contractual breakpoint levels used in determining their
                     percentage rentals. This essentially transformed a variable rent
                     component into a fixed rent component. EXPENSE REIMBURSEMENTS Expense reimbursements represent the contractual recovery from
                     tenants of certain common area maintenance, insurance, property tax,
                     promotional, advertising and management expenses. Accordingly, these
                     reimbursements generally fluctuate consistently with the related
                     reimbursable property operating expenses to which they relate.
                     Expense reimbursements increased $6.0 million, or 9%, in the 2008
                     period compared to the 2007 period. The 2008 period includes an
                     increase in termination fees related to recoverable expenses of
                     $738,000 compared to 2007. Excluding termination fees related to
                     recoverable expenses and abandoned due diligence costs included in
                     property operating expenses, expense reimbursements, expressed as a
                     percentage of property operating expenses were 91% and 89% in the
                     2008 and 2007 periods, respectively. This increase is due to higher
                     caps on recoveries of reimbursable expenses negotiated upon the
                     renewal of leases by tenants. PROPERTY OPERATING EXPENSES Property operating expenses increased by $7.5 million, or 10%, in the
                     2008 period as compared to the 2007 period. Of this increase, $2.2
                     million relates incrementally to our Washington, PA outlet center
                     which opened in August 2008. We also incurred a $3.9 million charge
                     relating to due diligence costs associated with potential development
                     and acquisition opportunities that we no longer deemed probable as
                     compared to $646,000 in the 2007 period. Our common area maintenance
                     costs increased as a result of higher snow removal costs and higher
                     costs related to operating our mall offices at our outlet centers.
                     Also, property taxes were higher at several centers where expansions
                     completed during the fourth quarter of 2007 were included in the 2008
                     period valuation. Finally, our Charleston, SC outlet center, which
                     opened in August 2006, was reassessed during 2008 for the first time
                     at its completed value.
 26


GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses increased $3.3 million, or 17%,
                     in the 2008 period as compared to the 2007 period. As a percentage of
                     total revenues, general and administrative expenses were 9% and 8% in
                     the 2008 and 2007 periods, respectively. The increase is primarily
                     due to the amortization of share based compensation from restricted
                     shares issued in late February 2008. In addition, the bonus
                     compensation for the 2008 period was higher compared to the 2007
                     period based on an increase in the eligible bonus percentage for
                     executives. DEPRECIATION AND AMORTIZATION EXPENSE Depreciation and amortization decreased $1.5 million in the 2008
                     period compared to the 2007 period.  Depreciation expense was
                     unusually high during 2007, due to the reconfiguration of our center
                     in Foley, Alabama.  As a part of this plan, approximately 42,000
                     square feet of gross leasable area was relocated within the
                     property.  The depreciable useful lives of the buildings demolished
                     were shortened to coincide with their demolition dates throughout the
                     first three quarters of 2007 and this was accounted for as a change
                     in accounting estimate.  Accelerated depreciation recognized related
                     to the reconfiguration was $6.0 million for the year ended December 31, 2007.  The expected decrease in expense from the 2007 period from the
                     acceleration was partially offset by additional depreciation from
                     expansion assets placed in service during the fourth quarter of 2007
                     at several existing outlet centers and from the Washington, PA outlet
                     center, which opened during August 2008. INTEREST EXPENSE Interest expense decreased $1.5 million, or 3%, in the 2008 period
                     compared to the 2007 period.  During June of 2008, we entered into a
                     $235.0 million unsecured three year term loan facility.  After
                     entering into interest rate swap protection agreements, the facility
                     bears a weighted average interest rate of 5.25%.  The proceeds from
                     this transaction were used to repay a $170.7 million secured mortgage
                     bearing an effective interest rate of 5.18% and amounts outstanding
                     under our unsecured lines of credit.  We utilized unsecured lines of
                     credit in February 2008 to repay our $100.0 million, 9.125% unsecured
                     senior notes.  Due to the above transactions and the decline in LIBOR
                     rates during the year, we incurred a lower weighted average borrowing
                     rate on a comparable basis between the 2008 and 2007 periods, which
                     more than offset the increase in average debt outstanding from our
                     expansion and development activities. LOSS ON SETTLEMENT OF US TREASURY RATE LOCKS During the second quarter of 2008, we settled two interest rate lock
                     protection agreements which were intended to fix the U.S. Treasury
                     index at an average rate of 4.62% for 10 years for an aggregate $200
                     million of new public debt which was expected to be issued in July
                     2008. We originally entered into these agreements in 2005. Upon the
                     closing of the LIBOR based unsecured term loan facility, we
                     determined that we were unlikely to execute such a U.S. Treasury
                     based debt offering. The settlement of the interest rate lock
                     protection agreements, at a total cost of $8.9 million, was reflected
                     as a loss on settlement of U.S. treasury rate locks in our
                     consolidated statements of operations. EQUITY IN EARNINGS (LOSSES) OF UNCONSOLIDATED JOINT VENTURES Equity in earnings of unconsolidated joint ventures decreased
                     $621,000, or 42%, in the 2008 period as compared to the 2007 period.
                     During the fourth quarter of 2008, the Tanger outlet center developed
                     and operated by the joint venture, Deer Park, in which we have a
                     33.3% ownership interest, opened. The outlet center was approximately
                     78% occupied as of December 31, 2008. We recorded an equity loss of approximately $1.6 million related to
                     Deer Park due to start up costs of operations and grand opening
                     expenses. This loss was offset by increases in equity in earnings
                     over the 2007 period from Myrtle Beach Hwy 17 and Wisconsin Dells.
                     These increases were due to higher rental rates on lease renewals at
                     Myrtle Beach Hwy 17 as well as lower interest rates and higher
                     termination fees at Wisconsin Dells. The Myrtle Beach Hwy 17 and
                     Wisconsin Dells outlet centers were both 100% occupied at December 31, 2008. DISCONTINUED OPERATIONS Discontinued operations includes the results of operations and gains
                     on sale of real estate of our Boaz, Alabama outlet center which was
                     sold in 2007.
 27


Liquidity and Capital Resources General Overview Property rental income represents our primary source to pay property
                     operating expenses, debt service, capital expenditures and
                     distributions, excluding non-recurring capital expenditures and
                     acquisitions. To the extent that our cash flow from operating
                     activities is insufficient to cover such non-recurring capital
                     expenditures and acquisitions, we finance such activities from
                     borrowing under our unsecured lines of credit, other debt or equity
                     offerings. We believe we achieve a strong and flexible financial position by
                     attempting to: (1) manage our leverage position relative to our
                     portfolio when pursuing new development and expansion opportunities,
                     (2) extend and sequence debt maturities, (3) manage our interest rate
                     risk through a proper mix of fixed and variable rate debt, (4)
                     maintain access to liquidity by using our lines of credit in a
                     conservative manner and (5) preserve internally generated sources of
                     capital by strategically divesting of underperforming assets and
                     maintaining a conservative distribution payout ratio. We manage our
                     capital structure to reflect a long term investment approach and
                     utilize multiple sources of capital to meet our requirements. Statements of Cash Flows The following table sets forth our changes in cash flows from 2008 to
                     2009 (in thousands): 2009
                           
                           
                           2008
                           
                           
                           ChangeNet cash provided by operating activities
                           
                           $
                           127,269
                           
                           $
                           96,964
                           
                           $
                           30,305Net cash used in investing activities
                           
                           
                           (76,228
                           )
                           
                           (133,483
                           )
                           
                           57,255Net cash provided by (used in) financing activities
                           
                           
                           (52,779
                           )
                           
                           39,078
                           
                           
                           (91,857
                           )Net cash increase /(decrease)
                           
                           $
                           (1,738
                           )
                           $
                           2,559
                           
                           $
                           (4,297
                           ) Operating Activities Property rental income represents our primary source of net cash
                     provided by operating activities. Rental and occupancy rates are the
                     primary factors that influence property rental income levels. Since
                     late in the third quarter of the 2008 period, we have added two
                     outlet centers to our wholly-owned portfolio and expanded one
                     existing wholly-owned center thus increasing our cash provided by
                     operations.  In addition, our rental rates upon renewal and
                     re-tenanting have increased from the 2008 period and the 2009
                     period.  Our average debt outstanding has decreased as a result of
                     cash provided by operating activities and the two equity offerings
                     during the 2009 period. These transactions, coupled with historically
                     low LIBOR interest rates on which our floating rate interest payments
                     are based, have led to a significant decrease in the interest expense
                     payments for the 2009 period as compared to the 2008 period. These
                     two factors have more than offset the slight decrease in overall
                     portfolio occupancy on a comparative basis between the periods. The
                     2008 period also included a cash payment of $8.9 million for the
                     settlement of two US treasury rate lock derivative contracts. Investing Activities Cash flow used in investing activities was higher in the 2008 period
                     by $57.3 million due to additions to rental property from
                     construction expenditures related to our Washington, PA outlet center
                     which opened in August 2008 and two major renovation projects which
                     were on-going during most of the 2008 period.  There were no
                     significant renovation or construction projects during the 2009
                     period except for the approximately 23,000 square foot expansion at
                     our Commerce II, GA outlet center. However, the 2009 period includes
                     the acquisition of the remaining 50% interest in the joint venture
                     that held the Myrtle Beach Hwy 17, South Carolina center at a cash
                     purchase price of $32.0 million. Financing Activities The following is a summary of the 2009 and 2008 financing transactions: 2009  In May 2009 in a non-cash transaction, we retired $142.3 million of
                        exchangeable notes through the issuance by the Company of 4.9 million
                        common shares
                     In August 2009, the Company raised approximately $116.8 million in
                        cash through the issuance of 3.45 million common shares and
                        contributed the proceeds to the Operating Partnership in exchange for
                        1.7 million common partnership units
 28


Throughout the year, we reduced our amounts outstanding on our
                        unsecured lines of credit from $161.5 million to $57.7 million from
                        cash flow from operations and the August Company share issuance 2008  In February 2008, we retired $100.0 million of 9.125% unsecured
                        senior notes with amounts available under our unsecured lines
                        of credit.
                     In June 2008, we closed on a $235.0 million unsecured term loan facility
                     In June 2008, we repaid a mortgage loan with funds received from the
                        term loan facility that had a principal balance of approximately
                        $170.7 million Cash provided by financing activities decreased significantly from
                     the 2008 to 2009 period. As described above in "Investing Activities"
                     our development activities decreased significantly in the 2009
                     period. In 2009 our focus turned to recapitalizing our balance sheet
                     and we were able to make progress in that area as evidenced by the
                     two equity transactions that we were able to complete. Distributions
                     paid in 2009 increased due to an increase in the number of units
                     outstanding and an increase in our distribution rate. See "Financing
                     Arrangements" for further discussion of the above transactions. Current Developments and Dispositions We intend to continue to grow our portfolio by developing, expanding
                     or acquiring additional outlet centers. In the section below, we
                     describe the new developments that are either currently planned,
                     underway or recently completed. However, you should note that any
                     developments or expansions that we, or a joint venture that we are
                     involved in, have planned or anticipated may not be started or
                     completed as scheduled, or may not result in accretive net income or
                     Funds From Operations, or FFO. See the section "Funds From
                     Operations" in the Management's Discussion and Analysis section for
                     further discussion of FFO. In addition, we regularly evaluate
                     acquisition or disposition proposals and engage from time to time in
                     negotiations for acquisitions or dispositions of properties. We may
                     also enter into letters of intent for the purchase or sale of
                     properties. Any prospective acquisition or disposition that is being
                     evaluated or which is subject to a letter of intent may not be
                     consummated, or if consummated, may not result in an increase in
                     liquidity, net income or funds from operations.
 29


WHOLLY-OWNED CURRENT DEVELOPMENTS Mebane, North Carolina In October 2009, we closed on our development site in Mebane, North
                     Carolina and began construction on a Tanger Outlet Center totaling
                     approximately 317,000 square feet.  Currently, we have signed leases
                     or leases out for signature for approximately 73% of the total square
                     feet.  The estimated total cost of the project is approximately $64.9
                     million and we expect the center to be open in time for the 2010
                     holiday season. This project is being funded by operating cash flows
                     and amounts available under our unsecured lines of credit. Redevelopments at Existing Centers During the first quarter of 2009, we obtained approval from Beaufort
                     County, South Carolina to implement a redevelopment plan at the
                     Hilton Head I, SC outlet center. Based on our current redevelopment
                     timeline, we expect the redevelopment of the center, which includes
                     demolishing the existing center, to begin during the second quarter
                     of 2010 with the redeveloped center expected to open during the
                     second half of 2011. We currently expect the first phase of the
                     center to be approximately 150,000 square feet. We estimate that the
                     closure of the outlet center during 2010 for redevelopment will
                     decrease net income by approximately $2.0 million, an amount which
                     includes demolition costs which will be charged to operating
                     expenses. Currently, we expect this project will be funded by
                     operating cash flows and amounts available under our unsecured lines
                     of credit. Expansions at Existing Centers During the second quarter of 2009, we completed construction of a
                     23,000 square foot expansion at our Commerce II, Georgia outlet
                     center. The majority of the tenants opened during the second quarter
                     of 2009. This project was funded by amounts provided by operating
                     cash flows and amounts available under our unsecured lines of credit. Potential Future Developments We currently have an option for a new development site located in
                     Irving, Texas, which would be our third in the state. The site is
                     strategically located west of Dallas at the North West quadrant of
                     busy State Highway 114 and Loop 12 and will be the first major
                     project planned for the Texas Stadium Redevelopment Area. It is also
                     adjacent to the upcoming DART light rail line (and station stop)
                     connecting downtown Dallas to the Las Colinas Urban Center, the
                     Irving Convention Center and the Dallas/Fort Worth Airport. At this time, we are in the initial study period on this potential
                     new location. As such, there can be no assurance that this site will
                     ultimately be developed. This project, if realized, would be
                     primarily funded by amounts available under our unsecured lines of
                     credit but could also be funded by other sources of capital such as
                     collateralized construction loans, public debt or equity offerings as
                     necessary or available. We may also consider the use of additional
                     operational or developmental joint ventures. Financing Arrangements As of December 31, 2009, approximately 94% of our outstanding debt represented unsecured
                     borrowings and approximately 95% of the gross book value of our real
                     estate portfolio was unencumbered. We maintain five unsecured,
                     revolving lines of credit that provide for borrowings of up to $325.0
                     million, all with expiration dates of June 30, 2011 or later. In May 2009, exchangeable notes of the Operating Partnership in the
                     principal amount of $142.3 million were exchanged for Company common
                     shares, representing approximately 95.2% of the total exchangeable
                     notes outstanding prior to the exchange offer. In the aggregate, the
                     exchange offer resulted in the issuance of approximately 4.9 million
                     Company common shares and the payment of approximately $1.2 million
                     in cash for accrued and unpaid interest and in lieu of fractional
                     shares. The Operating Partnership issued approximately 2.4 million
                     partnership units to the Company in consideration for the Company's
                     issuance of common shares to retire the exchangeable notes. Following
                     settlement of the exchange offer, exchangeable notes in the principal
                     amount of approximately $7.2 million remained outstanding. In
                     connection with the exchange offering, we recognized in income from
                     continuing operations and net income a gain on early extinguishment
                     of debt in the amount of $10.5 million. A portion of the debt
                     discount recorded amounting to approximately $7.0 million was
                     written-off as part of the transaction. In August 2009, the Company completed a common share offering of 3.45
                     million shares at a price of $35.50 per share, with net proceeds of
                     approximately $116.8 million.   The net proceeds from the sale were
                     contributed to the Operating Partnership in exchange for 87,000
                     common units to the general partner and 1,638,000 common units to the
                     limited partner. We used the net proceeds to repay borrowings under
                     our unsecured lines of credit and for general corporate purposes. In September 2009, Moody's Investors Service affirmed its Baa3 senior
                     unsecured rating for the Operating Partnership and revised our rating
                     outlook to positive from stable.
 30


We intend to retain the ability to raise additional capital,
                     including public debt or equity, to pursue attractive investment
                     opportunities that may arise and to otherwise act in a manner that we
                     believe to be in our unitholders' best interests. We have no
                     significant debt maturities until 2011. We, together with the
                     Company, updated our joint shelf registration in July 2009 that
                     allows us to register unspecified amounts of different classes of
                     securities on Form S-3. To generate capital to reinvest into other
                     attractive investment opportunities, we may also consider the use of
                     additional operational and developmental joint ventures, the sale or
                     lease of outparcels on our existing properties and the sale of
                     certain properties that do not meet our long-term investment
                     criteria. Based on cash provided by operations, existing credit
                     facilities, ongoing negotiations with certain financial institutions
                     and our ability to sell debt or issue equity subject to market
                     conditions, we believe that we have access to the necessary financing
                     to fund the planned capital expenditures during 2010. Although we receive most of our rental payments on a monthly basis,
                     distributions to unitholders are made quarterly and interest payments
                     on the senior, unsecured notes are made semi-annually. Amounts
                     accumulated for such payments will be used in the interim to reduce
                     the outstanding borrowings under our existing lines of credit or
                     invested in short-term money market or other suitable instruments. We believe our financing activities in 2009 have improved the
                     strength of our balance sheet so that we can meet our current
                     expected obligations; however, due to the uncertainty and
                     unpredictability of the capital and credit markets, we can give no
                     assurance that affordable access to capital will exist between now
                     and 2011 when our next significant debt maturities occur. As a
                     result, our current primary focus is to strengthen our capital and
                     liquidity position by controlling and reducing construction and
                     overhead costs, generating positive cash flows from operations to
                     cover our dividend and reducing outstanding debt. Contractual Obligations and Commercial Commitments The following table details our contractual obligations over the next
                     five years and thereafter as of December 31, 2009 (in thousands):  ContractualObligations
                           
                           
                           
                           
                           
                           2010
                           
                           
                           2011
                           
                           
                           2012
                           
                           
                           2013
                           
                           
                           2014
                           
                           
                           Thereafter
                           
                           
                           TotalDebt (1)
                           
                           
                           
                           
                           $
                           35,800
                           
                           $
                           299,910
                           
                           $
                           
                           
                           $
                           
                           
                           $
                           
                           
                           $
                           250,000
                           
                           $
                           585,710Interest payment (2)
                           
                           
                           
                           
                           
                           28,548
                           
                           
                           19,943
                           
                           
                           15,645
                           
                           
                           15,645
                           
                           
                           15,645
                           
                           
                           18,620
                           
                           
                           114,046Operating leases
                           
                           
                           
                           
                           
                           5,680
                           
                           
                           5,148
                           
                           
                           4,335
                           
                           
                           3,819
                           
                           
                           3,859
                           
                           
                           158,716
                           
                           
                           181,557$
                           70,028
                           
                           $
                           325,001
                           
                           $
                           19,980
                           
                           $
                           19,464
                           
                           $
                           19,504
                           
                           $
                           427,336
                           
                           $
                           881,313  (1)
                           
                           
                           These amounts represent total future cash payments related to debt
                                 obligations outstanding as of December 31, 2009.(2)
                           
                           
                           These amounts represent future interest payments related to our debt
                                 obligations based on the fixed and variable interest rates specified
                                 in the associated debt agreements. All of our variable rate debt
                                 agreements are based on the one month LIBOR rate. For purposes of
                                 calculating future interest amounts on variable interest rate debt,
                                 the one month LIBOR rate as of December 31, 2009 was used. In October 2009, we exercised our option to purchase the land for our
                     outlet center development in Mebane, NC. In addition to the
                     contractual payment obligations shown in the table above, we have
                     $30.7 million remaining as of December 31, 2009 related to the construction contract for the outlet center. The
                     total cost of the project is expected to be approximately $64.9
                     million with an opening in the fourth quarter of 2010. The timing of
                     these expenditures may vary due to delays in construction or
                     acceleration of the opening date of this project. These amounts would
                     be primarily funded by amounts available under our unsecured lines of
                     credit but could also be funded by other sources of capital such as
                     collateralized construction loans, public debt or equity offerings as
                     necessary or available. Our debt agreements require the maintenance of certain ratios,
                     including debt service coverage and leverage, and limit the payment
                     of distributions such that distributions will not exceed funds from
                     operations, as defined in the agreements, for the prior fiscal year
                     on an annual basis or 95% on a cumulative basis. We have historically
                     been and currently are in compliance with all of our debt covenants.
                     We expect to remain in compliance with all our existing debt
                     covenants; however, should circumstances arise that would cause us to
                     be in default, the various lenders would have the ability to
                     accelerate the maturity on our outstanding debt.
 31


Our senior, unsecured notes contain covenants and restrictions
                     requiring us to meet certain financial ratios and reporting
                     requirements. Key financial covenants and their covenant levels
                     include:  Senior unsecured notes financial covenants
                           
                           
                           Required
                           
                           
                           ActualTotal consolidated debt to adjusted total assets
                           
                           
                           60
                           %
                           
                           36
                           %Total secured debt to adjusted total assets
                           
                           
                           40
                           %
                           
                           2
                           %Total unencumbered assets to unsecured debt
                           
                           
                           135
                           %
                           
                           278
                           %  (1)
                           
                           
                           For a complete listing of all debt covenants related to our senior
                                 unsecured notes as well as definitions of the above terms refer to
                                 our applicable filings with the SEC. Off-Balance Sheet Arrangements The following table details certain information as of December 31, 2009 about various unconsolidated real estate joint ventures in which we
                     have an ownership interest:  Joint Venture
                           
                           
                           Center Location
                           
                           
                           Opening Date
                           
                           
                           Ownership %
                           
                           
                           Square Feet
                           
                           
                           Carrying Value of Investment (in millions)
                           
                           
                           Total Joint Venture Debt (in millions)Wisconsin Dells
                           
                           
                           Wisconsin Dells, Wisconsin
                           
                           
                           2006
                           
                           
                           50%
                           
                           
                           265,061
                           
                           
                           $5.7
                           
                           
                           $25.3Deer Park
                           
                           
                           Deer Park, Long Island NY
                           
                           
                           2008
                           
                           
                           33.3%
                           
                           
                           684,851
                           
                           
                           $3.3
                           
                           
                           $267.2 We may issue guarantees for the debt of a joint venture in order for
                     the joint venture to obtain financing at a lower cost than could be
                     obtained otherwise. We are party to a limited joint and several
                     guarantee with respect to the Wisconsin Dells joint venture loan,
                     which currently has a balance of $25.3 million. We are also party to
                     limited joint and several guarantees with respect to the loans
                     obtained by the Deer Park joint venture which currently have a
                     balance of $267.2 million. Each of the above ventures contains provisions where a venture
                     partner can trigger certain provisions and force the other partners
                     to either buy or sell their investment in the joint venture. Should
                     this occur, we may be required to sell the property to the venture
                     partner or incur a significant cash outflow in order to maintain
                     ownership of these outlet centers. Wisconsin Dells In March 2005, we established the Wisconsin Dells joint venture to
                     construct and operate a Tanger Outlet center in Wisconsin Dells,
                     Wisconsin. In December 2009, the joint venture closed on a new
                     interest-only mortgage loan totaling $25.3 million that matures in
                     December 2012. The new loan refinances the original construction loan
                     and bears interest based on the LIBOR index plus 3.00%. The loan
                     incurred by this unconsolidated joint venture is collateralized by
                     its property as well as limited joint and several guarantees by us
                     and designated guarantors of our venture partner. Deer Park In October 2003, we, and two other members each having a 33.3%
                     ownership interest, established a joint venture to develop and own a
                     shopping center in Deer Park, New York. In May 2007, the joint venture closed on the project financing which
                     is structured in two parts. The first is a $269.0 million loan
                     collateralized by the property as well as limited joint and several
                     guarantees by all three venture partners. The second is a $15.0
                     million mezzanine loan secured by the pledge of the partners' equity
                     interests. The weighted average interest rate on the financing is one
                     month LIBOR plus 1.49%. Over the life of the loans, if certain
                     criteria are met, the weighted average interest rate can decrease to
                     one month LIBOR plus 1.23%. The loans had a combined balance $264.9
                     million as of December 31, 2009 and are scheduled to mature in May 2011 with a one year extension
                     option at that date. The extension option is contingent upon the
                     joint venture property meeting certain financial and operational
                     levels and thresholds. There can be no assurance that these levels
                     will be met. If the joint venture does not qualify for the extension
                     option, additional capital contributions from the members could be
                     necessary.
 32


In June 2009, the two interest rate swaps entered into by Deer Park
                     in 2007 with a notional amount totaling $170.0 million that had fixed
                     the LIBOR index at an average of 5.38% related to Deer Park's $284.0
                     million construction loan expired. At that time, a forward starting
                     interest rate cap purchased in February 2009 at a cost approximately
                     $290,000 replaced these interest rate protection agreements as a
                     hedge of interest rate risk. The agreement caps the 30-day LIBOR
                     index at 4% on a notional amount of $240.0 million for a period
                     through April 2011. In June 2008, we, and our two other partners formed a separate joint
                     venture to acquire a 29,000 square foot warehouse adjacent to the
                     shopping center to support the operations of the shopping center's
                     tenants. Each partner maintains a 33.3% ownership interest in this
                     joint venture which acquired the warehouse for a purchase price of
                     $3.3 million. The venture also closed on a construction loan of $2.3
                     million with a variable interest rate of LIBOR plus 1.85% and a
                     maturity of May 2011. The first table above combines the operational and financial
                     information of both Deer Park ventures. During 2008, we made
                     additional capital contributions of $1.6 million to Deer Park joint
                     ventures. Both of the other venture partners made equity
                     contributions equal to ours. After making the above contribution, the
                     total amount of equity contributed by each venture partner to the
                     projects was approximately $4.8 million. The original purchase of the property in 2003 was in the form of a
                     sale-leaseback transaction, which consisted of the sale of the
                     property to Deer Park for $29 million, including a 900,000 square
                     foot industrial building, which was then leased back to the seller
                     under an operating lease agreement. At the end of the lease in May
                     2005, the tenant vacated the building. However, the tenant had not
                     satisfied all of the conditions necessary to terminate the lease.
                     Deer Park is currently in litigation to recover from the tenant
                     approximately $5.9 million for fourteen months of lease payments and
                     additional rent reimbursements related to property taxes. In
                     addition, Deer Park is seeking other damages and will continue to do
                     so until recovered. The following table details our share of the debt maturities of the
                     unconsolidated joint ventures as of December 31, 2009 (in thousands):  Joint Venture
                           
                           
                           Our Portion of Joint Venture Debt
                           
                           
                           Maturity Date
                           
                           
                           Interest RateWisconsin Dells
                           
                           
                           $12,625
                           
                           
                           December 2012
                           
                           
                           LIBOR + 3.00%Deer Park
                           
                           
                           $89,073
                           
                           
                           May 2011
                           
                           
                           LIBOR + 1.375% to 3.50% Related Party Transactions As noted above in "Off-Balance Sheet Arrangements", we are 50% owners
                     of the Wisconsin Dells joint venture and a 33.3% owner in the Deer
                     Park joint venture. During 2008 and 2007 we were also 50% owners of
                     the Myrtle Beach Hwy 17 joint venture. These joint ventures pay us
                     management, leasing and marketing fees, which we believe approximate
                     current market rates, for services provided to the joint ventures.
                     During 2009, 2008 and 2007, we recognized the following fees (in
                     thousands):  Year Ended December 31,2009
                           
                           
                           2008
                           
                           
                           2007Fee:Management and leasing
                           
                           $
                           1,921
                           
                           $
                           1,576
                           
                           $
                           560Marketing
                           
                           
                           147
                           
                           
                           185
                           
                           
                           108Total Fees
                           
                           $
                           2,068
                           
                           $
                           1,761
                           
                           $
                           668 Tanger Family Limited Partnership is a related party which holds a
                     limited partnership interest in and is the noncontrolling interest of
                     the Operating Partnership. Stanley K. Tanger, the Company's founder
                     and a current member of the Company's Board of Directors and the
                     Board of Trustees of our general partner, is the sole general partner
                     of the Tanger Family Limited Partnership. The only material related
                     party transaction with the Tanger Family Limited Partnership is the
                     payment of quarterly distributions of earnings which aggregated $9.3
                     million, $9.1 million and $8.6 million for the years ended December 31, 2009, 2008 and 2007, respectively. Critical Accounting Policies We believe the following critical accounting policies affect our more
                     significant judgments and estimates used in the preparation of our
                     consolidated financial statements.
 33


Principles of Consolidation The consolidated financial statements include our accounts, our
                     wholly-owned subsidiaries, as well as the Operating Partnership and
                     its subsidiaries. Intercompany balances and transactions have been
                     eliminated in consolidation. Investments in real estate joint
                     ventures that represent non-controlling ownership interests are
                     accounted for using the equity method of accounting. Recently amended accounting guidance was issued which 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. If we do not
                     evaluate these joint ventures correctly under the amended guidance,
                     we could significantly overstate or understate our financial
                     condition and results of operations. Acquisition of Real Estate We allocate the purchase price of acquisitions based on the fair
                     value of land, building, tenant improvements, debt and deferred lease
                     costs and other intangibles, such as the value of leases with above
                     or below market rents, origination costs associated with the in-place
                     leases, and the value of in-place leases and tenant relationships, if
                     any. We depreciate the amount allocated to building, deferred lease
                     costs and other intangible assets over their estimated useful lives,
                     which generally range from three to 33 years. The values of the above
                     and below market leases are amortized and recorded as either an
                     increase (in the case of below market leases) or a decrease (in the
                     case of above market leases) to rental income over the remaining term
                     of the associated lease. The values of below market leases that are
                     considered to have renewal periods with below market rents are
                     amortized over the remaining term of the associated lease plus the
                     renewal periods. The value associated with in-place leases is
                     amortized over the remaining lease term and tenant relationships is
                     amortized over the expected term, which includes an estimated
                     probability of the lease renewal. 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
                     deferred lease costs is written off. The tenant improvements and
                     origination costs are amortized as an expense over the remaining life
                     of the lease (or charged against earnings if the lease is terminated
                     prior to its contractual expiration date). We assess fair value based
                     on estimated cash flow projections that utilize appropriate discount
                     and capitalization rates and available market information. If we do not allocate appropriately to the separate components of
                     rental property, deferred lease costs and other intangibles or if we
                     do not estimate correctly the total value of the property or the
                     useful lives of the assets, our computation of depreciation and
                     amortization expense may be significantly understated or overstated. Cost Capitalization We capitalize all incremental, direct fees and costs incurred to
                     originate operating leases, including certain general and overhead
                     costs, as deferred charges. The amount of general and overhead costs
                     we capitalize is based on our estimate of the amount of costs
                     directly related to executing these leases. We amortize these costs
                     to expense over the estimated average minimum lease term of
                     five years. We capitalize all costs incurred for the construction and development
                     of properties, including certain general and overhead costs and
                     interest costs. The amount of general and overhead costs we
                     capitalize is based on our estimate of the amount of costs directly
                     related to the construction or development of these assets. Direct
                     costs to acquire assets are capitalized once the acquisition becomes
                     probable. If we incorrectly estimate the amount of costs to capitalize, we
                     could significantly overstate or understate our financial condition
                     and results of operations. Impairment of Long-Lived Assets Rental property held and used by us is reviewed for impairment in the
                     event that facts and circumstances indicate the carrying amount of an
                     asset may not be recoverable. In such an event, we compare the
                     estimated future undiscounted cash flows associated with the asset to
                     the asset's carrying amount, and if less, recognize an impairment
                     loss in an amount by which the carrying amount exceeds its fair
                     value. If we do not recognize impairments at appropriate times and in
                     appropriate amounts, our consolidated balance sheet may overstate the
                     value of our long-lived assets. We believe that no impairment existed
                     at December 31, 2009. On a periodic basis, we assess whether there are any indicators that
                     the value of our investments in unconsolidated joint ventures may be
                     impaired. An investment is impaired only if management's estimate of
                     the value of the investment is less than the carrying value of the
                     investments, and such decline in value is deemed to be other than
                     temporary. To the extent impairment has occurred, the loss shall be
                     measured as the excess of the carrying amount of the investment over
                     the value of the investment. Our estimates of value for each joint
                     venture investment are based on a number of assumptions that are
                     subject to economic and market uncertainties including, among
 34


others, demand for space, competition for tenants, changes in market
                     rental rates and operating costs of the property. As these factors
                     are difficult to predict and are subject to future events that may
                     alter our assumptions, the values estimated by us in our impairment
                     analysis may not be realized. Revenue Recognition Base rentals are recognized on a straight-line basis over the term of
                     the lease. Substantially all leases contain provisions which provide
                     additional rents based on each tenants' sales volume ("percentage
                     rentals") and reimbursement of the tenants' share of advertising and
                     promotion, common area maintenance, insurance and real estate tax
                     expenses. Percentage rentals are recognized when specified targets
                     that trigger the contingent rent are met. Expense reimbursements are
                     recognized in the period the applicable expenses are incurred.
                     Payments received from the early termination of leases are recognized
                     as revenue from the time payment is receivable until the tenant
                     vacates the space. New Accounting Pronouncements In June 2009, amended guidance was issued that requires us to perform
                     an analysis to determine whether our variable interest or interests
                     give us a controlling financial interest in a variable interest
                     entity. This analysis identifies the primary beneficiary of a
                     variable interest entity as the enterprise that has both of the
                     following characteristics: a.   The power to direct the activities of a variable interest entity
                     that most significantly impact the entity's economic performance b.   The obligation to absorb losses of the entity that could
                     potentially be significant to the variable interest entity or the
                     right to receive benefits from the entity that could potentially be
                     significant to the variable interest entity Additionally, we are required to assess whether we have an implicit
                     financial responsibility to ensure that a variable interest entity
                     operates as designed when determining whether it has the power to
                     direct the activities of the variable interest entity that most
                     significantly impact the entity's economic performance. On an ongoing basis, we are required to reassess whether we are the
                     primary beneficiary of a variable interest entity. The quantitative
                     assessment approach, which was based on determining which enterprise
                     absorbs the majority of the entity's expected losses, receives a
                     majority of the entity's expected residual returns, or both, was
                     eliminated which was previously required for determining the primary
                     beneficiary. The amended guidance also requires enhanced disclosures
                     that will provide users of financial statements with more transparent
                     information about our involvement in a variable interest entity. The
                     amended guidance is effective for us in the annual reporting period
                     beginning January 1, 2010. We evaluated our unconsolidated joint ventures using the joint
                     ventures current facts and circumstances as of December 31, 2009, using the amended guidance effective for 2010 and have concluded
                     that no change to our current accounting for these joint ventures is
                     currently necessary in 2010. Funds from Operations Funds from Operations, or FFO, represents income before extraordinary
                     items and gains (losses) on sale or disposal of depreciable operating
                     properties, plus depreciation and amortization uniquely significant
                     to real estate and after adjustments for unconsolidated partnerships
                     and joint ventures. FFO is intended to exclude historical cost depreciation of real
                     estate as required by Generally Accepted Accounting Principles, or
                     GAAP, which assumes that the value of real estate assets diminishes
                     ratably over time. Historically, however, real estate values have
                     risen or fallen with market conditions. Because FFO excludes
                     depreciation and amortization unique to real estate, gains and losses
                     from property dispositions and extraordinary items, it provides a
                     performance measure that, when compared year over year, reflects the
                     impact to operations from trends in occupancy rates, rental rates,
                     operating costs, development activities and interest costs, providing
                     perspective not immediately apparent from net income. We present FFO because we consider it an important supplemental
                     measure of our operating performance and believe it is frequently
                     used by securities analysts, investors and other interested parties
                     in the evaluation of REITs, many of which present FFO when reporting
                     their results. FFO is widely used by us and others in our industry to
                     evaluate and price potential acquisition candidates. The National
                     Association of Real Estate Investment Trusts, Inc., of which we are a
                     member, has encouraged its member companies to report their FFO as a
                     supplemental, industry-wide standard measure of REIT operating
                     performance. In addition, a percentage of bonus compensation to
                     certain members of management is based on our FFO performance. FFO has significant limitations as an analytical tool, and you should
                     not consider it in isolation, or as a substitute for analysis of our
                     results as reported under GAAP. Some of these limitations are:  FFO does not reflect our cash expenditures, or future requirements,
                        for capital expenditures or contractual commitments;
 35


FFO does not reflect changes in, or cash requirements for, our
                        working capital needs;
                     Although depreciation and amortization are non-cash charges, the
                        assets being depreciated and amortized will often have to be replaced
                        in the future, and FFO does not reflect any cash requirements for
                        such replacements;
                     FFO, which includes discontinued operations, may not be indicative of
                        our ongoing operations; and
                     Other companies in our industry may calculate FFO differently than we
                        do, limiting its usefulness as a comparative measure. Because of these limitations, FFO should not be considered as a
                     measure of discretionary cash available to us to invest in the growth
                     of our business or our distribution paying capacity. We compensate
                     for these limitations by relying primarily on our GAAP results and
                     using FFO only supplementally. Below is a reconciliation of net income to FFO for the years ended December 31, 2009, 2008 and 2007 as well as other data for those respective periods
                     (in thousands):  2009
                           
                           
                           2008
                           
                           
                           2007Funds from Operations:Net income
                           
                           $
                           67,495
                           
                           $
                           29,718
                           
                           $
                           30,556Adjusted for:Depreciation and amortization attributable to discontinued operations
                           
                           
                           
                           
                           
                           
                           
                           
                           145Depreciation and amortization uniquely significant to real estate  consolidated
                           
                           
                           80,008
                           
                           
                           61,965
                           
                           
                           63,506Depreciation and amortization uniquely significant to real estate 
                              unconsolidated joint ventures
                           
                           
                           4,859
                           
                           
                           3,165
                           
                           
                           2,611Gain on fair value measurement of previously held interest in
                              acquired joint venture
                           
                           
                           (31,497
                           )Gain on sale of real estate
                           
                           
                           
                           
                           
                           
                           
                           
                           (6
                           )Funds from operations (1)
                           
                           
                           120,865
                           
                           
                           94,848
                           
                           
                           96,812Preferred unit distributions
                           
                           
                           (5,625
                           )
                           
                           (5,625
                           )
                           
                           (5,625
                           )Allocation of earnings to participating securities
                           
                           
                           (1,282
                           )
                           
                           (1,157
                           )
                           
                           (1,051
                           )Funds from operations available to common unitholders
                           
                           $
                           113,958
                           
                           $
                           88,066
                           
                           $
                           90,136Weighted average units outstanding (2)
                           
                           
                           21,039
                           
                           
                           18,644
                           
                           
                           18,790 (1)  The year ended December 31, 2009 includes gains on sales of outparcels of land of $3.3 million.(2)  Includes the dilutive effect of options and exchangeable notes. Economic Conditions and Outlook The majority of our leases contain provisions designed to mitigate
                     the impact of inflation. Such provisions include clauses for the
                     escalation of base rent and clauses enabling us to receive percentage
                     rentals based on tenants' gross sales (above predetermined levels,
                     which we believe often are lower than traditional retail industry
                     standards) which generally increase as prices rise. Most of the
                     leases require the tenant to pay their share of property operating
                     expenses, including common area maintenance, real estate taxes,
                     insurance and advertising and promotion, thereby reducing exposure to
                     increases in costs and operating expenses resulting from inflation. While we believe outlet stores will continue to be a profitable and
                     fundamental distribution channel for many brand name manufacturers,
                     some retail formats are more successful than others. As typical in
                     the retail industry, certain tenants have closed, or will close,
                     certain stores by terminating their lease prior to its natural
                     expiration or as a result of filing for protection under bankruptcy
                     laws. During 2009, approximately 1.5 million square feet, or 16%, of our
                     wholly-owned portfolio came up for renewal and 1.5 million square
                     feet, or 16% of our wholly-owned portfolio will come up for renewal
                     in 2010. During 2009, we renewed 81% of the 1.5 million square feet
                     that came up for renewal with the existing tenants at a 10% increase
                     in the average base rental rate compared to the expiring rate. We
                     also re-tenanted 305,000 square feet at a 31% increase in the average
                     base rental rate. In addition, we continue to attract and retain
                     additional tenants. If we were unable to successfully renew or
                     release a significant amount of this space on favorable economic
                     terms, the loss in rent could have a material adverse effect on our
                     results of operations. Given current economic conditions it may take longer to re-lease the
                     remaining space and more difficult to achieve similar increases in
                     base rental rates. Also, there may be additional tenants that have
                     not informed us of their intentions and which may close stores in
 36


the coming year. There can be no assurances that we will be able to
                     re-lease such space. While the timing of an economic recovery is
                     unclear and these conditions may not improve quickly, we believe in
                     our business and our long-term strategy. Our outlet centers typically include well-known, national, brand name
                     companies. By maintaining a broad base of well-known tenants and a
                     geographically diverse portfolio of properties located across the
                     United States, we reduce our operating and leasing risks. No one
                     tenant (including affiliates) accounts for more than 9% of our square
                     feet or 6% of our combined base and percentage rental revenues.
                     Accordingly, although we can give no assurance, we do not expect any
                     material adverse impact on our results of operations and financial
                     condition as a result of leases to be renewed or stores to be
                     released. As of December 31, 2009 and 2008, respectively, occupancy at our wholly-owned centers was 96% and 97%. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market Risk We are exposed to various market risks, including changes in interest
                     rates. Market risk is the potential loss arising from adverse changes
                     in market rates and prices, such as interest rates. In an effort to
                     reduce our exposure to market risk, we may periodically enter into
                     certain interest rate protection and interest rate swap agreements to
                     effectively convert existing floating rate debt to a fixed rate basis
                     and to hedge anticipated future financings. We do not enter into
                     derivatives or other financial instruments for trading or speculative
                     purposes. In July 2008 and September 2008, we entered into two LIBOR based
                     interest rate swap agreements for notional amounts of $118.0 million
                     and $117.0 million, respectively. The purpose of these swaps was to
                     fix the interest rate on the $235.0 million outstanding under the
                     term loan facility completed in June 2008. The swaps fixed the one
                     month LIBOR rate at 3.605% and 3.70%, respectively. When combined
                     with the current spread of 160 basis points which can vary based on
                     changes in our debt ratings, these swap agreements fix our interest
                     rate on the $235.0 million of variable rate debt at 5.25% until April 1, 2011.  At December 31, 2009, the fair value of these contracts was a liability of $9.0
                     million.  If interest rates decreased 50 basis points, the fair value
                     would be approximately $10.5 million.  The valuation of our financial
                     instruments is determined using widely accepted valuation techniques
                     including discounted cash flow analysis on the expected cash flows of
                     each derivative. This analysis reflects the contractual terms of the
                     derivatives, including the period to maturity, and uses observable
                     market-based inputs, including interest rate curves. The valuation
                     also includes an adjustment for credit risk. We have determined that
                     our derivative valuations are classified in Level 2 of the fair value
                     hierarchy. As of December 31, 2009, 10% of our outstanding debt had variable interest rates that were
                     not covered by an interest rate derivative agreement and therefore
                     were subject to market fluctuations. An increase in the LIBOR index
                     of 100 basis points would result in an increase of approximately
                     $577,000 in interest expense on an annual basis. The information
                     presented herein is merely an estimate and has limited predictive
                     value.  As a result, the ultimate effect upon our operating results
                     of interest rate fluctuations will depend on the interest rate
                     exposures that arise during the period, our hedging strategies at
                     that time and future changes in the level of interest rates. The estimated fair value of our debt, consisting of senior unsecured
                     notes, exchangeable notes, unsecured term credit facilities and
                     unsecured lines of credit, at December 31, 2009 and 2008 was $567.0 million and $711.8 million, respectively, and
                     its recorded value was $584.6 million and $786.9 million,
                     respectively. A 100 basis point increase from prevailing interest
                     rates at December 31, 2009 and 2008 would result in a decrease in fair value of total debt by
                     approximately $17.1 million and $37.4 million, respectively. Fair
                     values were determined, based on level 2 inputs, using discounted
                     cash flow analyses with an interest rate or credit spread similar to
                     that of current market borrowing arrangements. Item 8. Financial Statements and Supplementary Data The information required by this Item is set forth on the pages
                     indicated in Item 15(a) below. Item 9. Changes in and Disagreements With Accountants on Accounting
                        and Financial Disclosure Not applicable. Item 9A. Controls and Procedures  (a)
                           
                           
                           Evaluation of disclosure control procedures.
 37


The Chief Executive Officer, Steven B. Tanger (Principal Executive
                           Officer), and Vice President, Treasurer and Assistant Secretary,
                           Frank C. Marchisello Jr. (Principal Financial and Accounting Officer)
                           of Tanger GP Trust, sole general partner of the Registrant, evaluated
                           the effectiveness of the registrant's disclosure controls and
                           procedures on December 31, 2009 and concluded that, as of that date, the registrant's disclosure
                           controls and procedures were effective to ensure that the information
                           the registrant is required to disclose in its filings with the
                           Commission under the Exchange Act is recorded, processed, summarized
                           and reported, within the time periods specified in the Commission's
                           rules and forms, and to ensure that information required to be
                           disclosed by the registrant in the reports that it files under the
                           Exchange Act is accumulated and communicated to the registrant's
                           management, including its principal executive officer and principal
                           financial officer, as appropriate to allow timely decisions regarding
                           required disclosure.(b)
                        
                        
                        Management's report on internal control over financial reporting.Internal control over financial reporting, as such term is defined in
                           Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process
                           designed by, or under the supervision of, the Registrant's principal
                           executive officer and principal financial officer, or persons
                           performing similar functions, and effected by the board of trustees,
                           management and other personnel, to provide reasonable assurance
                           regarding the reliability of financial reporting and the preparation
                           of financial statements for external purposes in accordance with
                           generally accepted accounting principles.  The Registrant's
                           management, with the participation of the principal executive officer
                           and principal financial officer, has established and maintained
                           policies and procedures designed to maintain the adequacy of the
                           Registrant's internal control over financial reporting, and includes
                           those policies and procedures that:(1)
                        
                        
                        Pertain to the maintenance of records that in reasonable detail
                           accurately and fairly reflect the transactions and dispositions of
                           the assets of the Registrant;(2)
                        
                        
                        Provide reasonable assurance that transactions are recorded as
                           necessary to permit preparation of financial statements in accordance
                           with generally accepted accounting principles, and that receipts and
                           expenditures of the Registrant are being made only in accordance with
                           authorizations of management and trustees of the Registrant; and(3)
                        
                        
                        Provide reasonable assurance regarding prevention or timely detection
                           of unauthorized acquisition, use or disposition of the Registrant's
                           assets that could have a material effect on the financial statements.The Registrant's management has evaluated the effectiveness of the
                           Registrant's internal control over financial reporting as of December 31, 2009 based on the criteria established in a report entitled Internal
                           ControlIntegrated Framework, issued by the Committee of Sponsoring
                           Organizations of the Treadway Commission (COSO).  Based on our
                           assessment and those criteria, the Registrant's management has
                           concluded that the Registrant's internal control over financial
                           reporting was effective as of December 31, 2009.Because of its inherent limitations, internal control over financial
                           reporting may not prevent or detect misstatements. Also, projections
                           of any evaluation of effectiveness to future periods are subject to
                           the risk that controls may become inadequate because of changes in
                           conditions, or that the degree or compliance with the policies or
                           procedures may deteriorate.The effectiveness of the Registrant's internal control over financial
                           reporting as of December 31, 2009 has been audited by PricewaterhouseCoopers LLP, an independent
                           registered public accounting firm, as stated in their report which
                           appears herein.(c)
                        
                        
                        There were no changes in our internal control over financial
                           reporting identified in connection with the evaluation required by
                           paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred
                           during our last fiscal quarter ended December 31, 2009 that have materially affected, or are reasonably likely to
                           materially affect, our internal control over financial reporting. Item 9B. Other Information All information required to be disclosed in a report on Form 8-K
                     during the fourth quarter of 2009 was reported.
 38


PART III Certain information required by Part III is omitted from this Report
                     in that the registrant's majority owner, The Company, will file a
                     definitive proxy statement pursuant to Regulation 14A, or the Proxy
                     Statement, not later than 120 days after the end of the fiscal year
                     covered by this Report, and certain information included therein is
                     incorporated herein by reference. Only those sections of the Proxy
                     Statement which specifically address the items set forth herein are
                     incorporated by reference. Item 10. Directors, Executive Officers and Corporate Governance The Operating Partnership does not have any directors or officers.
                     The information concerning the Company's directors required by this
                     Item is incorporated herein by reference to the Company's Proxy
                     Statement to be filed with respect to the Company's Annual Meeting of
                     Shareholders which is expected to be held on May 14, 2010. The information concerning the Company's executive officers required
                     by this Item is incorporated herein by reference to the section in
                     Part I entitled "Executive Officers of the Company". The information regarding compliance with Section 16 of the Exchange
                     Act is incorporated herein by reference to the Company's Proxy
                     Statement to be filed with respect to our Company's Annual Meeting of
                     Shareholders which is expected to be held on May 14, 2010. The information concerning our Company Code of Ethics required by
                     this Item, which is posted on the Company's website, is incorporated
                     herein by reference to the Company's Proxy Statement to be filed with
                     respect to the Company's Annual Meeting of Shareholders which is
                     expected to be held on May 14, 2010. The information concerning our corporate governance required by this
                     Item, which is posted on the Company's website, is incorporated
                     herein by reference to the Company's Proxy Statement to be filed with
                     respect to the Company's Annual Meeting of Shareholders which is
                     expected to be held on May 14, 2010. Item 11. Executive Compensation The information required by this Item is incorporated herein by
                     reference to the Company's Proxy Statement to be filed with respect
                     to the Company's Annual Meeting of Shareholders which is expected to
                     be held on May 14, 2010. Item 12. Security Ownership of Certain Beneficial Owners and
                        Management and Related Shareholder Matters. The information required by this Item is incorporated by reference
                     herein to the Company's Proxy Statement to be filed with respect to
                     the Company's Annual Meeting of Shareholders which is expected to be
                     held on May 14, 2010. The following table provides information as of December 31, 2009 with respect to compensation plans under which the Company's equity
                     securities are authorized for issuance:  Plan Category
                           
                           
                           (a)Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
                           
                           
                           (b)Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
                           
                           
                           (c)Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))Equity compensation plans approved by security holders
                           
                           
                           62,325
                           
                           
                           $36.90
                           
                           
                           671,835Equity compensation plans not approved by security holdersTotal
                           
                           
                           62,325
                           
                           
                           $36.90
                           
                           
                           671,835 Item 13. Certain Relationships, Related Transactions and Director Independence The information required by this Item is incorporated herein by
                     reference to the Company's Proxy Statement to be filed with respect
                     to the Company's Annual Meeting of Shareholders which is expected to
                     be held on May 14, 2010.
 39


Item 14. Principal Accounting Fees and Services The information required by Item 9(e) of Schedule 14A is incorporated
                     herein by reference to the Company's Proxy Statement to be filed with
                     respect to the Company's Annual Meeting of Shareholders which is
                     expected to be held on May 14, 2010.
 40


PART IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as a part of this report:  1.
                           
                           
                           Financial StatementsReport of Independent Registered Public Accounting Firm
                           
                           
                           F-1Consolidated Balance Sheets-December 31, 2009 and 2008
                           
                           
                           F-2Consolidated Statements of Operations-Years Ended December 31, 2009, 2008 and 2007
                           
                           
                           F-3Consolidated Statements of Partners' Equity-Years Ended December 31, 2009, 2008 and 2007
                           
                           
                           F-4Consolidated Statements of Cash Flows-Years Ended December 31, 2009, 2008 and 2007
                           
                           
                           F-5Notes to Consolidated Financial Statements
                           
                           
                           F-6 to F-262.
                           
                           
                           Financial Statement ScheduleSchedule IIIReal Estate and Accumulated Depreciation
                           
                           
                           F-27 to F-28 All other schedules have been omitted because of the absence of
                     conditions under which they are required or because the required
                     information is given in the above-listed financial statements or
                     notes thereto.
 41


3. Exhibits  Exhibit No.
                           
                           
                           Description3.3
                           
                           
                           Amended and Restated Agreement of Limited Partnership for Tanger
                              Properties Limited Partnership dated November 11, 2005. (Incorporated by reference to the exhibits to the Company's Current
                              Report on Form 8-K dated November 21, 2005.)4.1
                           
                           
                           Form of Senior Indenture. (Incorporated by reference to the exhibits
                              to the Company's Current Report on Form 8-K dated March 6, 1996.)4.1A
                           
                           
                           Form of First Supplemental Indenture (to Senior Indenture).
                              (Incorporated by reference to the exhibits to the Company's Current
                              Report on Form 8-K dated March 6, 1996.)4.1B
                           
                           
                           Form of Second Supplemental Indenture (to Senior Indenture) dated October 24, 1997 among Tanger Properties Limited Partnership, Tanger Factory Outlet
                              Centers, Inc. and State Street Bank & Trust Company. (Incorporated by
                              reference to the exhibits to the Company's Current Report on Form 8-K
                              dated October 24, 1997.)4.1C
                           
                           
                           Form of Third Supplemental Indenture (to Senior Indenture) dated February 15, 2001. (Incorporated by reference to the exhibits to the Company's Current
                              Report on Form 8-K dated February 16, 2001.)4.1D
                           
                           
                           Form of Fourth Supplemental Indenture (to Senior Indenture) dated November 5, 2005. (Incorporated by reference to the exhibits to the Company's Annual
                              Report on Form 10-K for the year ended December 31, 2006.)4.1E
                           
                           
                           Form of Fifth Supplemental Indenture (to Senior Indenture) dated August 16, 2006. (Incorporated by reference to the exhibits to the Company's Annual
                              Report on Form 10-K for the year ended December 31, 2006.)4.2F
                           
                           
                           Form of Sixth Supplemental Indenture (to Senior Indenture) dated July 2, 2009. (Incorporated by reference to the exhibits to the Company's
                              Registration Statement on Form S-3 filed on July 2, 2009.)10.1
                           
                           
                           Amended and Restated Incentive Award Plan of Tanger Factory Outlet
                              Centers, Inc. and Tanger Properties Limited Partnership, effective
                              December 29, 2008. (Incorporated by reference to the Company's
                              Current Report on Form 8-K dated March 20, 2009.)10.2
                           
                           
                           Form of Unit Option Agreement between the Operating Partnership and
                              certain employees. (Incorporated by reference to the exhibits to the
                              Company's Annual Report on Form 10-K for the year ended December 31, 1993.)10.3
                           
                           
                           Amended and Restated Employment Agreement for Steven B. Tanger, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Current
                              Report on Form 8-K dated December 31, 2008.)10.4
                           
                           
                           Amended and Restated Employment Agreement for Frank C. Marchisello, Jr., as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Current
                              Report on Form 8-K dated December 31, 2008.)10.5
                           
                           
                           Amended and Restated Employment Agreement for Lisa J. Morrison, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Current
                              Report on Form 8-K dated December 31, 2008.)10.6
                           
                           
                           Amended and Restated Employment Agreement for Carrie A. Geldner, as of December 29, 2008.10.7
                           
                           
                           Amended and Restated Employment Agreement for Kevin Dillon, as of December 29, 2008.10.8
                           
                           
                           Registration Rights Agreement among the Company, the Tanger Family
                              Limited Partnership and Stanley K. Tanger. (Incorporated by reference
                              to the exhibits to the Company's Registration Statement on Form S-11
                              filed May 27, 1993, as amended.)10.8A
                           
                           
                           Amendment to Registration Rights Agreement among the Company, the
                              Tanger Family Limited Partnership and Stanley K. Tanger.
                              (Incorporated by reference to the exhibits to the Company's Annual
                              Report on Form 10-K for the year ended December 31, 1995.)
 42


10.8B
                        
                        
                        Second Amendment to Registration Rights Agreement among the Company,
                           the Tanger Family Limited Partnership and Stanley K. Tanger dated September 4, 2002. (Incorporated by reference to the exhibits to the Company's Annual
                           Report on Form 10-K for the year ended December 31, 2003.)10.8C
                        
                        
                        Third Amendment to Registration Rights Agreement among the Company,
                           the Tanger Family Limited Partnership and Stanley K. Tanger dated December 5, 2003. (Incorporated by reference to the exhibits to the Company's Annual
                           Report on Form 10-K for the year ended December 31, 2003.)10.8D
                        
                        
                        Fourth Amendment to Registration Rights Agreement among the Company,
                           the Tanger Family Limited Partnership and Stanley K. Tanger dated August 8, 2006. (Incorporated by reference to the exhibits to the Company's
                           Registration Statement on Form S-3, dated August 9, 2006.)10.8E
                        
                        
                        Fifth Amendment to Registration Rights Agreement among the Company,
                           The Tanger Family Limited Partnership and Stanley K. Tanger dated August 10, 2009. (Incorporated by reference to exhibits to the Company's Current
                           Report on Form 8-K dated August 14, 2009.)10.9
                        
                        
                        Agreement Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.
                           (Incorporated by reference to the exhibits to the Company's
                           Registration Statement on Form S-11 filed May 27, 1993, as amended.)10.10
                        
                        
                        Assignment and Assumption Agreement among Stanley K. Tanger, Stanley
                           K. Tanger & Company, the Tanger Family Limited Partnership, the
                           Operating Partnership and the Company. (Incorporated by reference to
                           the exhibits to the Company's Registration Statement on Form S-11
                           filed May 27, 1993, as amended.)10.11
                        
                        
                        COROC Holdings, LLC Limited Liability Company Agreement dated October 3, 2003. (Incorporated by reference to the exhibits to the Company's Current
                           Report on Form 8-K dated December 8, 2003.)10.12
                        
                        
                        Form of Shopping Center Management Agreement between owners of COROC
                           Holdings, LLC and Tanger Properties Limited Partnership.
                           (Incorporated by reference to the exhibits to the Company's Current
                           Report on Form 8-K dated December 8, 2003.)10.13
                        
                        
                        Form of Restricted Share Agreement between the Company and certain
                           Officers. (Incorporated by reference to the exhibits to the Company's
                           Annual Report on Form 10-K for the year ended December 31, 2008.)10.14
                        
                        
                        Form of Restricted Share Agreement between the Company and certain
                           Officers with certain performance criteria vesting. (Incorporated by
                           reference to the exhibits to the Company's Quarterly Report on Form
                           10-Q for the quarter ended March 31, 2005.)10.14A
                        
                        
                        Form of Amendment to Restricted Share Agreement between the Company
                           and certain Officers with certain performance criteria vesting.
                           (Incorporated by reference to the exhibits to the Company's Annual
                           Report on Form 10-K for the year ended December 31, 2008.)10.15
                        
                        
                        Form of Restricted Share Agreement between the Company and certain
                           Directors. (Incorporated by reference to the exhibits to the
                           Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.)10.16
                        
                        
                        Purchase Agreement between Tanger Factory Outlet Centers, Inc. and
                           Cohen & Steers Capital Management, Inc. relating to a registered
                           direct offering of 3,000,000 of the Company's common shares dated August 30, 2005. (Incorporated by reference to the exhibits to the Company's Current
                           Report on Form 8-K dated August 30, 2005.)10.17
                        
                        
                        Term loan credit agreement dated June 10, 2008 between Tanger Properties Limited Partnership and Banc of America
                           Securities LLC and Wells Fargo Bank, N.A. with Bank of America, N.A.
                           serving as Administrative Agent and Wells Fargo Bank, N.A. serving as
                           Syndication Agent (Incorporated by reference to the exhibits of the
                           Company's current report on Form 8-K dated June 11, 2008.)12.1
                        
                        
                        Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed
                           Charges and Preferred Unit Distributions21.1
                        
                        
                        List of Subsidiaries.23.1
                        
                        
                        Consent of PricewaterhouseCoopers LLP.
 43


31.1
                        
                        
                        Principal Executive Officer Certification Pursuant to 18 U.S.C.
                           Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes -
                           Oxley Act of 2002.31.2
                        
                        
                        Principal Financial Officer Certification Pursuant to 18 U.S.C.
                           Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes -
                           Oxley Act of 2002.32.1
                        
                        
                        Principal Executive Officer Certification Pursuant to 18 U.S.C.
                           Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes -
                           Oxley Act of 2002.32.2
                        
                        
                        Principal Financial Officer Certification Pursuant to 18 U.S.C.
                           Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes -
                           Oxley Act of 2002.
 44


SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
                     Exchange Act of 1934, the Registrant has duly caused this report to
                     be signed on its behalf by the undersigned, thereunto duly authorized. TANGER PROPERTIES LIMITED PARTNERSHIP By: Tanger GP Trust, its sole general partner By: /s/ Steven B. Tanger Steven B. Tanger President and Chief Executive Officer March 1, 2010 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/ Steven B. Tanger
                           
                           
                           Chairman of the Board of Trustees, President and Chief Executive
                              Officer (Principal Executive Officer)
                           
                           
                           March 1, 2010Steven B. Tanger/s/ Frank C. Marchisello, Jr.
                           
                           
                           Vice President, Treasurer and Assistant Secretary(Principal Financial
                              and Accounting Officer)
                           
                           
                           March 1, 2010Frank C. Marchisello Jr./s/s Jack Africk
                           
                           
                           Trustee
                           
                           
                           March 1, 2010Jack Africk/s/ William G. Benton
                           
                           
                           Trustee
                           
                           
                           March 1, 2010William G. Benton/s/ Bridget Ryan Berman
                           
                           
                           Trustee
                           
                           
                           March 1, 2010Bridget Ryan Berman/s/ Thomas E. Robinson
                           
                           
                           Trustee
                           
                           
                           March 1, 2010Thomas E. Robinson/s/ Allan L. Schuman
                           
                           
                           Trustee
                           
                           
                           March 1, 2010Allan L. Schuman/s/ Stanley K. Tanger
                           
                           
                           Trustee
                           
                           
                           March 1, 2010Stanley K. Tanger
 45


Report of Independent Registered Public Accounting Firm To the Partners of Tanger Properties Limited Partnership: In our opinion, the consolidated financial statements listed in the
                     index appearing under Item 15(a)(1) present fairly, in all material
                     respects, the financial position of Tanger Properties Limited
                     Partnership and its subsidiaries at December 31, 2009 and 2008, and the results of their operations and their cash flows
                     for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the
                     United States of America. In addition, in our opinion, the financial
                     statement schedule listed in the index appearing under Item 15(a)(2)presents fairly, in all material respects, the information set forth
                     therein when read in conjunction with the related consolidated
                     financial statements. Also in our opinion, the Operating Partnership
                     maintained, in all material respects, effective internal control over
                     financial reporting as of December 31, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
                     Commission (COSO). The Operating Partnership's management is
                     responsible for these financial statements and financial statement
                     schedule, for maintaining effective internal control over financial
                     reporting and for its assessment of the effectiveness of internal
                     control over financial reporting, included in the accompanying
                     Management's Report on Internal Control Over Financial Reporting. Our
                     responsibility is to express opinions on these financial statements,
                     on the financial statement schedule, and on the Operating
                     Partnership's internal control over financial reporting based on our
                     integrated audits. We conducted our audits in accordance with the
                     standards of the Public Company Accounting Oversight Board (United
                     States). Those standards require that we plan and perform the audits
                     to obtain reasonable assurance about whether the financial statements
                     are free of material misstatement and whether effective internal
                     control over financial reporting was maintained in all material
                     respects. Our audits of the financial statements included examining,
                     on a test basis, evidence supporting the amounts and disclosures in
                     the financial statements, assessing the accounting principles used
                     and significant estimates made by management, and evaluating the
                     overall financial statement presentation. Our audit of internal
                     control over financial reporting included obtaining an understanding
                     of internal control over financial reporting, assessing the risk that
                     a material weakness exists, and testing and evaluating the design and
                     operating effectiveness of internal control based on the assessed
                     risk. Our audits also included performing such other procedures as we
                     considered necessary in the circumstances. We believe that our audits
                     provide a reasonable basis for our opinions. As discussed in Note 3 to the consolidated financial statements, the
                     Operating Partnership changed the manner in which it accounts for
                     certain convertible debt instruments and the manner in which it
                     computes earnings per unit in 2009. As discussed in Note 5 to the
                     consolidated financial statements, the Operating Partnership changed
                     the manner in which it accounts for business combinations in 2009. A company's internal control over financial reporting is a process
                     designed to provide reasonable assurance regarding the reliability of
                     financial reporting and the preparation of financial statements for
                     external purposes in accordance with generally accepted accounting
                     principles. A company's internal control over financial reporting
                     includes those policies and procedures that (i) pertain to the
                     maintenance of records that, in reasonable detail, accurately and
                     fairly reflect the transactions and dispositions of the assets of the
                     company; (ii) provide reasonable assurance that transactions are
                     recorded as necessary to permit preparation of financial statements
                     in accordance with generally accepted accounting principles, and that
                     receipts and expenditures of the company are being made only in
                     accordance with authorizations of management and directors of the
                     company; and (iii) provide reasonable assurance regarding prevention
                     or timely detection of unauthorized acquisition, use, or disposition
                     of the company's assets that could have a material effect on the
                     financial statements. Because of its inherent limitations, internal control over financial
                     reporting may not prevent or detect misstatements. Also, projections
                     of any evaluation of effectiveness to future periods are subject to
                     the risk that controls may become inadequate because of changes in
                     conditions, or that the degree of compliance with the policies or
                     procedures may deteriorate. /s/ PricewaterhouseCoopers LLP Greensboro, North CarolinaMarch 1, 2010
 F-1


TANGER PROPERTIES LIMTIED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(in thousands)  December 31,2009
                           
                           
                           2008ASSETSRental propertyLand
                           
                           
                           
                           
                           $
                           143,933
                           
                           $
                           135,689Buildings, improvements and fixtures
                           
                           
                           
                           
                           
                           1,352,568
                           
                           
                           1,260,243Construction in progress
                           
                           
                           
                           
                           
                           11,369
                           
                           
                           3,8231,507,870
                           
                           
                           1,399,755Accumulated depreciation
                           
                           
                           
                           
                           
                           (412,530
                           )
                           
                           (359,301
                           )Rental property, net
                           
                           
                           
                           
                           
                           1,095,340
                           
                           
                           1,040,454Cash and cash equivalents
                           
                           
                           
                           
                           
                           3,214
                           
                           
                           4,952Investments in unconsolidated joint ventures
                           
                           
                           
                           
                           
                           9,054
                           
                           
                           9,496Deferred charges, net
                           
                           
                           
                           
                           
                           38,867
                           
                           
                           37,750Other assets
                           
                           
                           
                           
                           
                           32,025
                           
                           
                           28,987Total assets
                           
                           
                           
                           
                           $
                           1,178,500
                           
                           $
                           1,121,639LIABILITIES AND PARTNERS' EQUITYLiabilitiesDebtSenior, unsecured notes (net of discount of $858 and $9,137, respectively)
                           
                           
                           
                           
                           $
                           256,352
                           
                           $
                           390,363Mortgage payable (net of discount of $241 and $0, respectively)
                           
                           
                           
                           
                           
                           35,559
                           
                           
                           Unsecured term loan
                           
                           
                           
                           
                           
                           235,000
                           
                           
                           235,000Unsecured lines of credit
                           
                           
                           
                           
                           
                           57,700
                           
                           
                           161,500Total debt
                           
                           
                           
                           
                           
                           584,611
                           
                           
                           786,863Construction trade payables
                           
                           
                           
                           
                           
                           14,194
                           
                           
                           11,968Accounts payable and accrued expenses
                           
                           
                           
                           
                           
                           31,555
                           
                           
                           25,991Other Liabilities
                           
                           
                           
                           
                           
                           27,077
                           
                           
                           30,914Total liabilities
                           
                           
                           
                           
                           
                           657,437
                           
                           
                           855,736Commitments and contingenciesPartners' EquityGeneral partner
                           
                           
                           
                           
                           
                           5,633
                           
                           
                           (259
                           )Limited partners
                           
                           
                           
                           
                           
                           522,425
                           
                           
                           277,642Accumulated other comprehensive loss
                           
                           
                           
                           
                           
                           (6,995
                           )
                           
                           (11,480
                           )Total partners' equity
                           
                           
                           
                           
                           
                           521,063
                           
                           
                           265,903Total liabilities and partners' equity
                           
                           
                           
                           
                           $
                           1,178,500
                           
                           $
                           1,121,639 The accompanying notes are an integral part of these consolidated
                        financial statements.
 F-2


TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except per unit data)  For the years ended December 31,2009
                           
                           
                           2008
                           
                           
                           2007REVENUESBase rentals
                           
                           $
                           174,917
                           
                           $
                           159,068
                           
                           $
                           146,824Percentage rentals
                           
                           
                           6,801
                           
                           
                           7,058
                           
                           
                           8,757Expense reimbursements
                           
                           
                           78,689
                           
                           
                           72,004
                           
                           
                           65,978Other income
                           
                           
                           11,278
                           
                           
                           7,261
                           
                           
                           7,206Total revenues
                           
                           
                           271,685
                           
                           
                           245,391
                           
                           
                           228,765EXPENSESProperty operating
                           
                           
                           88,674
                           
                           
                           81,897
                           
                           
                           74,383General and administrative
                           
                           
                           32,584
                           
                           
                           22,264
                           
                           
                           19,007Depreciation and amortization
                           
                           
                           80,501
                           
                           
                           62,329
                           
                           
                           63,810Impairment charge
                           
                           
                           5,200
                           
                           
                           
                           
                           
                           Total expenses
                           
                           
                           206,959
                           
                           
                           166,490
                           
                           
                           157,200Operating income
                           
                           
                           64,726
                           
                           
                           78,901
                           
                           
                           71,565Interest expense (including prepayment premium of $406 in 2008)
                           
                           
                           (37,683
                           )
                           
                           (41,125
                           )
                           
                           (42,600
                           )Gain on early extinguishment of exchangeable debt
                           
                           
                           10,467
                           
                           
                           
                           
                           
                           Gain on fair value measurement of previously held interest in
                              acquired joint venture
                           
                           
                           31,497
                           
                           
                           
                           
                           
                           Loss on settlement of U.S. treasury rate locks
                           
                           
                           
                           
                           
                           (8,910
                           )
                           
                           Income before equity in earnings (losses) of unconsolidated joint ventures and discontinued operations
                           
                           
                           69,007
                           
                           
                           28,866
                           
                           
                           28,965Equity in earnings (losses) of unconsolidated joint ventures
                           
                           
                           (1,512
                           )
                           
                           852
                           
                           
                           1,473Income from continuing operations
                           
                           
                           67,495
                           
                           
                           29,718
                           
                           
                           30,438Discontinued operations
                           
                           
                           
                           
                           
                           
                           
                           
                           118Net income
                           
                           
                           67,495
                           
                           
                           29,718
                           
                           
                           30,556Income available to limited partners
                           
                           
                           66,970
                           
                           
                           29,523
                           
                           
                           30,353Income available to general partner
                           
                           $
                           525
                           
                           $
                           195
                           
                           $
                           203Basic earnings per common unit:Income from continuing operations
                           
                           $
                           2.91
                           
                           $
                           1.26
                           
                           $
                           1.31Net income
                           
                           
                           2.91
                           
                           
                           1.26
                           
                           
                           1.31Diluted earnings per common unit:Income from continuing operations
                           
                           $
                           2.91
                           
                           $
                           1.25
                           
                           $
                           1.29Net income
                           
                           
                           2.91
                           
                           
                           1.25
                           
                           
                           1.29 The accompanying notes are an integral part of these consolidated
                        financial statements.
 F-3


TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (in thousands, except unit and per unit data)  Generalpartner
                           
                           
                           Limitedpartners
                           
                           
                           Accumulatedothercomprehensiveincome (loss)
                           
                           
                           TotalpartnersequityBalance, December 31, 2006
                           
                           $
                           219
                           
                           $
                           323,340
                           
                           $
                           3,886
                           
                           
                           327,445Comprehensive income:Net income
                           
                           
                           203
                           
                           
                           30,353
                           
                           
                           
                           
                           
                           30,556Other comprehensive income
                           
                           
                           
                           
                           
                           
                           
                           
                           (11,403
                           )
                           
                           (11,403
                           )Total comprehensive income
                           
                           
                           203
                           
                           
                           30,353
                           
                           
                           (11,403
                           )
                           
                           19,153Compensation under Incentive Award Plan
                           
                           
                           
                           
                           
                           4,059
                           
                           
                           
                           
                           
                           4,059Issuance of 58,953 common units upon exercise of options
                           
                           
                           
                           
                           
                           2,085
                           
                           
                           
                           
                           
                           2,085Grant of 85,000 restricted units, net of forfeitures
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           Preferred distributions ($1.875 per preferred unit)
                           
                           
                           
                           
                           
                           (5,625
                           )
                           
                           
                           
                           
                           (5,625
                           )Common distributions ($2.84 per common unit)
                           
                           
                           (426
                           )
                           
                           (52,543
                           )
                           
                           
                           
                           
                           (52,969
                           )Balance, December 31, 2007
                           
                           
                           (4
                           )
                           
                           301,669
                           
                           
                           (7,517
                           )
                           
                           294,148Comprehensive income:Net income
                           
                           
                           195
                           
                           
                           29,523
                           
                           
                           
                           
                           
                           29,718Other comprehensive (loss)
                           
                           
                           
                           
                           
                           
                           
                           
                           (3,963
                           )
                           
                           (3,963
                           )Total comprehensive income
                           
                           
                           195
                           
                           
                           29,523
                           
                           
                           (3,963
                           )
                           
                           25,755Compensation under Incentive Award Plan
                           
                           
                           
                           
                           
                           5,391
                           
                           
                           
                           
                           
                           5,391Issuance of 74,130 common units upon exercise of options
                           
                           
                           
                           
                           
                           2,648
                           
                           
                           
                           
                           
                           2,648Grant of 95,000 restricted units, net of forfeitures
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           Preferred distributions ($1.875 per preferred unit)
                           
                           
                           
                           
                           
                           (5,625
                           )
                           
                           
                           
                           
                           (5,625
                           )Common distributions ($3.00 per common unit)
                           
                           
                           (450
                           )
                           
                           (55,964
                           )
                           
                           
                           
                           
                           (56,414
                           )Balance, December 31, 2008
                           
                           
                           (259
                           )
                           
                           277,642
                           
                           
                           (11,480
                           )
                           
                           265,903Comprehensive income:Net income
                           
                           
                           525
                           
                           
                           66,970
                           
                           
                           
                           
                           
                           67,495Other comprehensive income
                           
                           
                           
                           
                           
                           
                           
                           
                           4,485
                           
                           
                           4,485Total comprehensive income
                           
                           
                           525
                           
                           
                           66,970
                           
                           
                           4,485
                           
                           
                           71,980Compensation under Incentive Award Plan
                           
                           
                           
                           
                           
                           11,798
                           
                           
                           
                           
                           
                           11,798Issuance of 46,042 common shares upon exercise of unit options
                           
                           
                           
                           
                           
                           1,747
                           
                           
                           
                           
                           
                           1,747Grant of 103,750 restricted units, net of forfeitures
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           Issuance of 2,433,719 common units in connection with exchangeable
                              debt retirement, net of reacquired equity
                           
                           
                           
                           
                           
                           121,420
                           
                           
                           
                           
                           
                           121,420Issuance of 1,725,000 common units, net of issuance costs of $5.7 million
                           
                           
                           5,892
                           
                           
                           110,927
                           
                           
                           
                           
                           
                           116,819Preferred distributions ($1.875 per preferred unit)
                           
                           
                           
                           
                           
                           (5,625
                           )
                           
                           
                           
                           
                           (5,625
                           )Common distributions ($3.06 per common unit)
                           
                           
                           (525
                           )
                           
                           (62,454
                           )
                           
                           
                           
                           
                           (62,979
                           )Balance, December 31, 2009
                           
                           $
                           5,633
                           
                           $
                           522,425
                           
                           $
                           (6,995
                           )
                           $
                           521,063 The accompanying notes are an integral part of these consolidated
                        financial statements.
 F-4


TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)  For the years ended December 31,2009
                           
                           
                           2008
                           
                           
                           2007OPERATING ACTIVITIES:Net income
                           
                           $
                           67,495
                           
                           $
                           29,718
                           
                           $
                           30,556Depreciation and amortization (including discontinued operations)
                           
                           
                           80,501
                           
                           
                           62,383
                           
                           
                           63,954Impairment charge
                           
                           
                           5,200
                           
                           
                           
                           
                           
                           Amortization of deferred financing costs
                           
                           
                           1,511
                           
                           
                           1,632
                           
                           
                           1,666Equity in (earnings) losses of unconsolidated joint ventures
                           
                           
                           1,512
                           
                           
                           (852
                           )
                           
                           (1,473
                           )Distributions of cumulative earnings from unconsolidated joint ventures
                           
                           
                           660
                           
                           
                           3,540
                           
                           
                           3,220Loss on settlement of U.S. treasury rate locks
                           
                           
                           
                           
                           
                           8,910
                           
                           
                           Gain on fair value measurement of previously interest held in
                              acquired joint venture
                           
                           
                           (31,497
                           )
                           
                           
                           
                           
                           Gain on early extinguishment of exchangeable debt
                           
                           
                           (10,467
                           )
                           
                           
                           
                           
                           Compensation expense related to restricted shares and options granted
                           
                           
                           11,798
                           
                           
                           5,391
                           
                           
                           4,059Amortization of debt premiums and discounts, net
                           
                           
                           895
                           
                           
                           1,510
                           
                           
                           22Gain on sale of real estate
                           
                           
                           
                           
                           
                           
                           
                           
                           (6
                           )Gain on sale of outparcels of land
                           
                           
                           (3,293
                           )
                           
                           
                           
                           
                           Net accretion of market rent rate adjustment
                           
                           
                           (492
                           )
                           
                           (356
                           )
                           
                           (1,147
                           )Straight-line base rent adjustment
                           
                           
                           (2,242
                           )
                           
                           (3,195
                           )
                           
                           (2,868
                           )Increases (decreases) due to changes in:Other assets
                           
                           
                           1,656
                           
                           
                           (1,082
                           )
                           
                           (4,780
                           )Accounts payable and accrued expenses
                           
                           
                           4,032
                           
                           
                           (10,635
                           )
                           
                           5,406Net cash provided by operating activities
                           
                           
                           127,269
                           
                           
                           96,964
                           
                           
                           98,609INVESTING ACTIVITIES:Additions of rental properties
                           
                           
                           (42,369
                           )
                           
                           (127,298
                           )
                           
                           (85,030
                           )Acquisition of remaining interests in unconsolidated joint venture,
                              net of cash acquired
                           
                           
                           (31,086
                           )
                           
                           
                           
                           
                           Additions to investments in unconsolidated joint ventures
                           
                           
                           (95
                           )
                           
                           (1,577
                           )
                           
                           Return of equity from unconsolidated joint ventures
                           
                           
                           
                           
                           
                           
                           
                           
                           1,281Additions to deferred lease costs
                           
                           
                           (4,255
                           )
                           
                           (4,608
                           )
                           
                           (3,086
                           )Net proceeds from sales of real estate
                           
                           
                           1,577
                           
                           
                           
                           
                           
                           2,032Net cash used in investing activities
                           
                           
                           (76,228
                           )
                           
                           (133,483
                           )
                           
                           (84,803
                           )FINANCING ACTIVITIES:Cash distributions paid
                           
                           
                           (68,604
                           )
                           
                           (62,039
                           )
                           
                           (58,594
                           )Contributions from partners
                           
                           
                           116,819
                           
                           
                           
                           
                           
                           Proceeds from borrowings and issuance of debt
                           
                           
                           232,100
                           
                           
                           759,645
                           
                           
                           152,000Repayments of debt
                           
                           
                           (335,900
                           )
                           
                           (669,703
                           )
                           
                           (121,911
                           )Additions to deferred financing costs
                           
                           
                           (443
                           )
                           
                           (2,166
                           )
                           
                           (534
                           )Proceeds from tax increment financing
                           
                           
                           1,502
                           
                           
                           10,693
                           
                           
                           7,128Proceeds from exercise of options
                           
                           
                           1,747
                           
                           
                           2,648
                           
                           
                           2,085Net cash provided by (used in) financing activities
                           
                           
                           (52,779
                           )
                           
                           39,078
                           
                           
                           (19,826
                           )Net increase (decrease) in cash and cash equivalents
                           
                           
                           (1,738
                           )
                           
                           2,559
                           
                           
                           (6,020
                           )Cash and cash equivalents, beginning of year
                           
                           
                           4,952
                           
                           
                           2,393
                           
                           
                           8,413Cash and cash equivalents, end of year
                           
                           $
                           3,214
                           
                           $
                           4,952
                           
                           $
                           2,393 The accompanying notes are an integral part of these consolidated
                        financial statements.
 F-5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization of the Operating Partnership Tanger Properties Limited Partnership and subsidiaries is one of the
                     largest owners and operators of outlet centers in the United States.
                     We focus exclusively on developing, acquiring, owning, operating and
                     managing outlet shopping centers. As of December 31, 2009, we owned and operated 31 outlet centers, with a total gross
                     leasable area of approximately 9.2 million square feet. These outlet
                     centers were 96% occupied and contained over 1,900 stores,
                     representing approximately 330 store brands. We also operated and had
                     partial ownership interests in two outlet centers totaling
                     approximately 950,000 square feet. We are controlled by Tanger Factory Outlet Centers, Inc. and
                     subsidiaries, a fully integrated, self-administered and self-managed
                     real estate investment trust, or REIT. The company owns the majority
                     of the partnership interests issued by the Operating Partnership,
                     which we refer to as units, through its two wholly-owned
                     subsidiaries, the Tanger GP Trust and the Tanger LP Trust. The Tanger
                     GP Trust controls the Operating Partnership as its sole general
                     partner. The Tanger LP Trust holds a limited partnership interest.
                     The Tanger family, through its ownership of the Tanger Family Limited
                     Partnership, holds the remaining units as a limited partner. Stanley
                     K. Tanger, our founder and a member of the Company's Board of
                     Directors and Board of Trustees, is the sole general partner of the
                     Tanger Family Limited Partnership. Unless the context indicates
                     otherwise, the term "Operating Partnership" refers to Tanger
                     Properties Limited Partnership and subsidiaries and the term
                     "Company" refers to Tanger Factory Outlet Centers, Inc. and
                     subsidiaries. The terms "we", "our" and "us" refer to the Operating
                     Partnership or the Operating Partnership and the Company together, as
                     the text requires. As of December 31, 2009, Tanger GP Trust owned 237,000 units of the Operating Partnership,
                     Tanger LP Trust owned 19,901,562 units of the Operating Partnership
                     and the Tanger Family Limited Partnership owned the remaining
                     3,033,305 units. Each Tanger Family Limited Partnership unit is
                     exchangeable for two of the Company's common shares, subject to
                     certain limitations to preserve the Company's status as a REIT. In
                     addition, Tanger LP Trust owned 3,000,000 preferred units which were
                     issued by the Operating Partnership in exchange for the proceeds from
                     the Company's issuance of 3.0 million 7.5% Class C Cumulative
                     Preferred Shares, or Class C Preferred Shares. If the Company redeems
                     any Class C Preferred Shares, the Operating Partnership will redeem
                     an equivalent number of preferred units for the liquidation
                     preference value of the Company's Class C Preferred Shares. 2. Summary of Significant Accounting Policies Principles of Consolidation - The consolidated financial statements include our accounts and our
                     wholly-owned subsidiaries. Intercompany balances and transactions
                     have been eliminated in consolidation. Investments in real estate
                     joint ventures that represent non-controlling ownership interests are
                     accounted for using the equity method of accounting. We performed an
                     evaluation of subsequent events through March 1, 2010, which is the date the Annual Report on Form 10-K was filed. Accounting guidance exists for 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. We have evaluated the Deer Park and
                     Wisconsin Dells joint ventures, Note 6, and have determined that,
                     under the current facts and circumstances, we are not required to
                     consolidate these entities under the current accounting guidance for
                     consolidation. Reclassifications - Certain amounts in the December 31, 2008 consolidated balance sheet have been reclassified to the caption
                     "other liabilities" from the caption "accounts payable and accrued
                     expenses" to conform to the presentation of the consolidated balance
                     sheet presented as of December 31, 2009. The caption other liabilities includes the fair value of derivative
                     instruments and the liability related to the Washington County,
                     Pennsylvania tax increment financing obligation. Related Parties  The Tanger Family Limited Partnership is a related party which
                     holds a limited partnership interest in the Operating Partnership.
                     Stanley K. Tanger, the Company's founder and a member of the
                     Company's Board of Directors and Board of Trustees, is the sole
                     general partner of the Tanger Family Limited Partnership. The only
                     material related party transaction with the Tanger Family Limited
                     Partnership is the payment of quarterly distributions of earnings
                     which were approximately $9.3 million, $9.1 million and $8.6 million
                     for the years ended December 31, 2009, 2008 and 2007, respectively. The nature of our relationships and the related party transactions
                     for our unconsolidated joint ventures are discussed in Note 6. Use of Estimates - The preparation of financial statements in conformity with
                     accounting principles generally accepted in the United States of
                     America requires management to make estimates and assumptions that
                     affect the reported amounts of assets and liabilities and disclosure
                     of contingent assets and liabilities at the date of the financial
                     statements and the reported amounts of revenues and expenses during
                     the reporting period. Actual results could differ from those
                     estimates. Operating Segments - We aggregate the financial information of all
                        outlet centers into one reportable operating segment because the
                        centers all have similar economic characteristics and provide similar
                        products and services to similar types and classes of customers.
 F-6


Rental Property - Rental properties are recorded at cost less accumulated
                     depreciation. Costs incurred for the construction and development of
                     properties, including certain general and overhead costs, are
                     capitalized. The amount of general and overhead costs capitalized is
                     based on our estimate of the amount of costs directly related to the
                     construction or development of these assets. Direct costs to acquire
                     existing centers are expensed as incurred. Depreciation is computed
                     on the straight-line basis over the estimated useful lives of the
                     assets. We generally use estimated lives ranging from 25 to 33 years
                     for buildings and improvements, 15 years for land improvements and
                     seven years for equipment. Expenditures for ordinary maintenance and
                     repairs are charged to operations as incurred while significant
                     renovations and improvements, including tenant finishing allowances,
                     which improve and/or extend the useful life of the asset are
                     capitalized and depreciated over their estimated useful life.
                     Interest costs are capitalized during periods of active construction
                     for qualified expenditures based upon interest rates in place during
                     the construction period until construction is substantially complete.
                     Capitalized interest costs are amortized over lives which are
                     consistent with the constructed assets. In accordance with accounting guidance for business combinations, we
                     allocate the purchase price of acquisitions based on the fair value
                     of land, building, tenant improvements, debt and deferred lease costs
                     and other intangibles, such as the value of leases with above or
                     below market rents, origination costs associated with the in-place
                     leases, the value of in-place leases and tenant relationships, if
                     any. We depreciate the amount allocated to building, deferred lease
                     costs and other intangible assets over their estimated useful lives,
                     which generally range from three to 33 years. The values of the above
                     and below market leases are amortized and recorded as either an
                     increase (in the case of below market leases) or a decrease (in the
                     case of above market leases) to rental income over the remaining term
                     of the associated lease. The values of below market leases that are
                     considered to have renewal periods with below market rents are
                     amortized over the remaining term of the associated lease plus the
                     renewal periods. The value associated with in-place leases is
                     amortized over the remaining lease term and tenant relationships is
                     amortized over the expected term, which includes an estimated
                     probability of the lease renewal. 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
                     intangibles is written off. The tenant improvements and origination
                     costs are amortized as an expense over the remaining life of the
                     lease (or charged against earnings if the lease is terminated prior
                     to its contractual expiration date). We assess fair value based on
                     estimated cash flow projections that utilize appropriate discount and
                     capitalization rates and available market information. Buildings, improvements and fixtures consist primarily of permanent
                     buildings and improvements made to land such as landscaping and
                     infrastructure and costs incurred in providing rental space to
                     tenants. Interest costs capitalized during 2009, 2008 and 2007
                     amounted to approximately $300,000, $1.7 million and $1.8 million,
                     respectively, and internal development costs capitalized amounted to
                     $1.5 million, $1.8 million and $1.4 million, respectively.
                     Depreciation expense related to rental property included in income
                     from continuing operations for each of the years ended December 31, 2009, 2008 and 2007 was $64.9 million, $49.8 million and $50.4 million,
                     respectively. The pre-construction stage of project development involves certain
                     costs to secure land control and zoning and complete other initial
                     tasks essential to the development of the project. These costs are
                     transferred from other assets to construction in progress when the
                     pre-construction tasks are completed. Costs of unsuccessful
                     pre-construction efforts are charged to operations when the project
                     is no longer probable. Cash and Cash Equivalents - All highly liquid investments with an original maturity of three
                     months or less at the date of purchase are considered to be cash
                     equivalents. Cash balances at a limited number of banks may
                     periodically exceed insurable amounts. We believe that we mitigate
                     our risk by investing in or through major financial institutions.
                     Recoverability of investments is dependent upon the performance of
                     the issuer. At December 31, 2009 and 2008, respectively, we had cash equivalent investments in highly
                     liquid money market accounts at major financial institutions of
                     $750,000 and $1.4 million, respectively. Deferred Charges Deferred charges includes deferred lease costs and other intangible
                     assets consisting of fees and costs incurred, including certain
                     general and overhead costs, to originate operating leases and are
                     amortized over the average minimum lease term of 5 years. Deferred
                     lease costs and other intangible assets also include the value of
                     leases and origination costs deemed to have been acquired in real
                     estate acquisitions. See "Rental Property" above for a discussion.
                     Deferred financing costs include fees and costs incurred to obtain
                     long-term financing and are amortized over the terms of the
                     respective loans using the straight line method which approximates
                     the effective interest method. Unamortized deferred financing costs
                     are charged to expense when debt is retired before the maturity date. Guarantees of Indebtedness  The guarantees of indebtedness by us in Deer Park and Wisconsin
                     Dells, see Note 6, are accounted for under guidance that requires the
                     guarantor to recognize a liability for the non-contingent component
                     of the guarantee; this is the obligation to stand ready to perform in
                     the event that specified triggering events or conditions occur. The
                     initial measurement of this liability is the fair value of the
                     guarantee at inception. The recognition of the liability is required
                     even if it is not probable payments will be required under the
                     guarantee or if the guarantee was issued with a premium payment or as
                     part of a transaction with multiple elements. We recorded at
                     inception the fair value of our guarantees of the Deer Park and
                     Wisconsin Dells joint venture's debt as debits to our investments in
                     Deer Park and Wisconsin Dells and credits to a liability. We have
                     elected to account for the release from obligation under the
                     guarantees by the straight-line method over the life of the
                     guarantees. The recorded remaining values of the guarantees were $1.2
                     million and $1.5 million at December 31, 2009 and 2008, respectively.
 F-7


Captive Insurance Our wholly-owned subsidiary, Northline Indemnity, LLC, is responsible
                     for losses up to certain deductible levels per occurrence for
                     property damage (including wind damage from hurricanes) prior to
                     third-party insurance coverage. Insurance losses are reflected in
                     property operating expenses and include estimates of costs incurred,
                     both reported and unreported. Northline Indemnity, LLC is required to
                     maintain statutory minimum capital and surplus as well as maintain
                     minimum liquidity ratios. Therefore, our access to the funds
                     maintained there may be limited. Impairment of Long-Lived Assets Rental property held and used by us is reviewed for impairment in
                     the event that facts and circumstances indicate the carrying amount
                     of an asset may not be recoverable. In such an event, we compare the
                     estimated future undiscounted cash flows associated with the asset to
                     the asset's carrying amount, and if less, recognize an impairment
                     loss in an amount by which the carrying amount exceeds its fair
                     value. Fair value is determined using a market approach whereby we
                     considered the prevailing market income capitalization rates and
                     sales data for transactions involving similar assets. We believe that
                     no impairment existed at December 31, 2009. Real estate assets designated as held for sale are stated at the
                     lower of their carrying value or their fair value less costs to sell.
                     We classify real estate as held for sale when our Board of Directors
                     approves the sale of the assets and it meets the requirements of
                     current accounting guidance. Subsequent to this classification, no
                     further depreciation is recorded on the assets. The operating results
                     of real estate assets designated as held for sale and for assets sold
                     are included in discontinued operations for all periods presented in
                     our results of operations. Derivatives - We selectively enter into interest rate protection agreements to
                     mitigate the impact of changes in interest rates on our variable rate
                     borrowings. The notional amounts of such agreements are used to
                     measure the interest to be paid or received and do not represent the
                     amount of exposure to loss. None of these agreements are used for
                     speculative or trading purposes. We recognize all derivatives as either assets or liabilities in the
                     consolidated balance sheets and measure those instruments at their
                     fair value. We also measure the effectiveness, as defined by the
                     relevant accounting guidance, of all derivatives. We formally
                     document our derivative transactions, including identifying the hedge
                     instruments and hedged items, as well as our risk management
                     objectives and strategies for entering into the hedge transaction. At
                     inception and on a quarterly basis thereafter, we assess the
                     effectiveness of derivatives used to hedge transactions. If a cash
                     flow hedge is deemed effective, we record the change in fair value in
                     other comprehensive income. If after assessment it is determined that
                     a portion of the derivative is ineffective, then that portion of the
                     derivative's change in fair value will be immediately recognized
                     in earnings. Income Taxes  As a partnership, the allocated share of income or loss for the
                     year is included in the income tax returns for the partners;
                     accordingly, no provision has been made for Federal income taxes in
                     the accompanying consolidated financial statements. Revenue Recognition  Base rentals are recognized on a straight-line basis over the term
                     of the lease. Straight-line rent adjustments recorded in other assets
                     were approximately $14.3 million and $12.3 million as of December 31, 2009 and 2008, respectively. Substantially all leases contain provisions
                     which provide additional rents based on tenants' sales volume
                     ("percentage rentals") and reimbursement of the tenants' share of
                     advertising and promotion, common area maintenance, insurance and
                     real estate tax expenses. Percentage rentals are recognized when
                     specified targets that trigger the contingent rent are met. Expense
                     reimbursements are recognized in the period the applicable expenses
                     are incurred. Payments received from the early termination of leases
                     are recognized as revenue from the time the payment is receivable
                     until the tenant vacates the space. The values of the above and below
                     market leases are amortized and recorded as either an increase (in
                     the case of below market leases) or a decrease (in the case of above
                     market leases) to rental income over the remaining term of the
                     associated lease. If a tenant 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 above or
                     below market lease value will be written off. We provide management, leasing and development services for a fee for
                     certain properties that we partially own through a joint venture.
                     Fees received for these services are recognized as other income
                     when earned. Concentration of Credit Risk- We perform ongoing credit evaluations of our tenants. Although the
                     tenants operate principally in the retail industry, the properties
                     are geographically diverse. No single tenant accounted for 10% or
                     more of combined base and percentage rental income or gross leasable
                     area during 2009, 2008 or 2007. The Riverhead, New York center is the only property that comprises
                     more than 10% of our consolidated gross revenues. The Riverhead
                     center, originally constructed in 1994, represented 11% of our
                     consolidated total revenues for the year ended December 31, 2009. The Riverhead center contained 729,315 square feet as of December 31, 2009. No property comprises more than 10% of our consolidated total assets. Supplemental Cash Flow Information -We purchase capital equipment and incur costs relating to
                     construction of new facilities, including tenant finishing
                     allowances. Expenditures included in construction trade payables as
                     of December 31, 2009, 2008 and 2007 amounted to $14.2 million, $12.0 million and $23.8
                     million, respectively. Interest paid, net of interest capitalized, in
                     2009, 2008 and 2007 was $36.0
 F-8


million, $40.5 million and $40.5 million, respectively. Interest paid
                     for 2008 includes a prepayment premium for the early extinguishment
                     of the Capmark mortgage (see Note 9) of approximately $406,000. Non-cash financing activities that occurred during the 2009 period
                     included the assumption of mortgage debt in the amount of $35.8
                     million, including a discount of $1.5 million related to the
                     acquisition of the remaining 50% interest in the Myrtle Beach Hwy 17
                     joint venture as discussed in Note 5.  In addition, rental property
                     increased by $32.0 million related to the fair market valuation of
                     our previously held interest in excess of carrying amount. We also completed a non-cash exchange offer, as described in Note 9,
                     which resulted in the retirement of $142.3 million in principal
                     amount of exchangeable notes which had a carrying value of $135.3
                     million. These notes were retired concurrent with the issuance of
                     approximately 4.9 million common shares of the Company. As described in Note 7, in August 2009 we closed on the sale of an
                     outparcel of land at our property in Washington, PA. A non-cash
                     condition of the sale was the assumption by the buyer of
                     approximately $2.6 million of the tax increment financing liability
                     associated with the property. During the second quarter of 2008, upon the closing of our LIBOR
                     based unsecured term loan facility, we determined that we were
                     unlikely to enter into a US Treasury based debt offering. In
                     accordance with accounting guidance for derivatives, we reclassified
                     to earnings in the period the amount recorded in other comprehensive
                     income, $17.8 million, related to these derivatives. This amount had
                     been frozen as of March 31, 2008 when we determined that the probability of the forecast transaction
                     was "reasonably possible" instead of "probable". Effective April 1, 2008, we discontinued hedge accounting and the changes in the fair value
                     of the derivative contracts subsequent to April 1, 2008 resulted in a gain of $8.9 million. The accounting treatment of
                     these derivatives resulted in a net loss on settlement of $8.9
                     million which has been reflected in the statement of cash flows as a
                     non-cash operating activity. The $8.9 million cash settlement of the
                     derivatives during the second quarter was reflected in the statement
                     of cash flows as a change in accounts payable and accrued expenses. Accounting for Stock Based Compensation - We may issue non-qualified share options and other share-based
                     awards under the Amended and Restated Incentive Award Plan, or the
                     Incentive Award Plan. We account for our share-based compensation
                     plan under the fair value provisions of the relevant accounting
                     guidance. New Accounting Pronouncements - In June 2009, amended guidance was issued that requires us to
                     perform an analysis to determine whether our variable interest or
                     interests give us a controlling financial interest in a variable
                     interest entity. This analysis identifies the primary beneficiary of
                     a variable interest entity as the enterprise that has both of the
                     following characteristics:  a.
                           
                           
                           The power to direct the activities of a variable interest entity that
                              most significantly impact the entity's economic performanceb.
                           
                           
                           The obligation to absorb losses of the entity that could potentially
                              be significant to the variable interest entity or the right to
                              receive benefits from the entity that could potentially be
                              significant to the variable interest entity Additionally, we are required to assess whether we have an implicit
                     financial responsibility to ensure that a variable interest entity
                     operates as designed when determining whether it has the power to
                     direct the activities of the variable interest entity that most
                     significantly impact the entity's economic performance. On an ongoing basis, we are required to reassess whether we are the
                     primary beneficiary of a variable interest entity. The quantitative
                     assessment approach, which was based on determining which enterprise
                     absorbs the majority of the entity's expected losses, receives a
                     majority of the entity's expected residual returns, or both, was
                     eliminated which was previously required for determining the primary
                     beneficiary of a variable interest entity. The amended guidance also
                     requires enhanced disclosures that will provide users of financial
                     statements with more transparent information about our involvement in
                     a variable interest entity. The amended guidance is effective for us
                     in the annual reporting period beginning January 1, 2010. We evaluated our unconsolidated joint ventures using the joint
                     ventures current facts and circumstances as of December 31, 2009 using the amended guidance effective for 2010 and have concluded
                     that no change to our current accounting for these joint ventures is
                     currently necessary in 2010. 3. Adoption of Recent Accounting Pronouncements Effective January 1, 2009, we retrospectively adopted guidance
                     related to convertible debt instruments that may be settled in cash
                     upon conversion (including partial cash settlements).  In August 2006
                     we issued $149.5 million of exchangeable notes at an interest rate of
                     3.75%. These exchangeable notes were within the scope of the new
                     accounting guidance, which requires bifurcation of the exchangeable
                     notes into a debt component that is initially recorded at fair value
                     and an equity component. The difference between the fair value of the
                     debt component and the initial proceeds from issuance of the
                     instrument is recorded as a component of equity. The liability
                     component of the debt instrument is accreted to par using the
                     effective interest method over the remaining life of the debt (the
                     first redemption date in August 2011). The accretion is reported as a
                     component of interest expense. The equity component is not
 F-9


subsequently re-valued as long as it continues to qualify for equity
                     treatment. Upon implementation of this accounting change we did the
                     following:  a.
                           
                           
                           We concluded that the difference between the fair value of the debt
                              component at issuance and the initial proceeds received was
                              approximately $15.0 million based on a market interest rate of 6.11%.
                              Therefore, we recorded an increase to equity of approximately $15.0
                              million. The corresponding debt discount of $15.0 million recognized
                              was as a reduction to the carrying value of the exchangeable notes on
                              the balance sheets.b.
                           
                           
                           We also reclassified upon adoption approximately $363,000 of
                              unamortized financing costs to partners' equity as these costs were
                              attributable to the issuance of the conversion feature associated
                              with the exchangeable notes.c.
                           
                           
                           Distributions in excess of net income as of December 31, 2008 includes a decrease of approximately $5.1 million for the cumulative
                              accretion of the debt discount from August 2006 through December 31, 2008.d.
                           
                           
                           The revised diluted earnings per common unit for the years ended December 31, 2008 and 2007 were reduced by $.14 and $.14 per unit, respectively, from
                              their originally recorded amounts. In May 2009, we completed an exchange offer which retired a principal
                     amount of $142.3 million of the outstanding exchangeable notes and
                     the Company issued approximately 4.9 million common shares in
                     exchange for the related exchangeable notes. See Note 9 for further
                     discussion. The exchangeable notes issued in 2006 had an outstanding principal
                     amount of $7.2 million and $149.5 million, respectively, as of December 31, 2009 and 2008 and are reflected on our consolidated balance sheets as
                     follows (in millions):  As ofDecember 31, 2009
                           
                           
                           As ofDecember 31,2008Equity component carrying amount
                           
                           $
                           0.7
                           
                           $
                           15.0Unamortized debt discount
                           
                           
                           0.2
                           
                           
                           8.5Net debt carrying amount
                           
                           
                           7.0
                           
                           
                           141.0 Non-cash interest expense related to the accretion of the debt
                     discounts, net of additional capitalized amounts and reclassified
                     loan cost amortization, and contractual coupon interest expense were
                     recognized for the years ended December 31, 2009, 2008 and 2007, as follows (in millions):  2009
                           
                           
                           2008
                           
                           
                           2007Non-cash interest
                           
                           $
                           1.2
                           
                           $
                           2.7
                           
                           $
                           2.5Contractual coupon interest
                           
                           
                           2.2
                           
                           
                           5.6
                           
                           
                           5.6 Determining Whether Instruments Granted in Share-Based Payment
                        Transactions Are Participating Securities On January 1, 2009, we adopted accounting guidance that addresses
                     whether instruments granted in share-based payment awards are
                     participating securities prior to vesting, and therefore, need to be
                     included in the earnings allocation when computing earnings per share
                     under the two-class method. Unvested share-based payment awards that
                     contain non-forfeitable rights to dividends or dividend equivalents
                     (whether paid or unpaid) are participating securities and shall be
                     included in the computation of earnings per share pursuant to the
                     two-class method. Upon adoption, all prior-period earnings per unit
                     data are required to be adjusted retrospectively. The revised diluted
                     earnings per common unit amounts for the years ended December 31, 2008 and 2007 were reduced by $.04 and $.03, respectively, from their
                     originally recorded amounts. 4. Development of Rental Properties Mebane, North Carolina In October 2009, we closed on our development site in Mebane, North
                     Carolina and have begun construction on a Tanger Outlet Center
                     totaling approximately 317,000 square feet. Currently, we have signed
                     leases or leases out for signature for approximately 73% of the total
                     square feet. The estimated total cost of the project is approximately
                     $64.9 million. Currently, we expect this project will be funded by
                     operating cash flows and amounts available under our unsecured lines
                     of credit.
 F-10


Expansions at Existing Centers During the second quarter of 2009, we completed construction of a
                     23,000 square foot expansion at our Commerce II, Georgia outlet
                     center. The majority of the tenants opened during the second quarter
                     of 2009. Impairment Charge Rental property held and used by us is reviewed for impairment in the
                     event that facts and circumstances indicate the carrying amount of an
                     asset may not be recoverable. In such an event, we compare the
                     estimated future undiscounted cash flows associated with the asset to
                     the asset's carrying amount, and if less, recognize an impairment
                     loss in an amount by which the carrying amount exceeds its fair value. During the second quarter 2009, we determined for our Commerce I, GA
                     outlet center that the estimated future undiscounted cash flows of
                     that property did not exceed the property's carrying value based on
                     deteriorating amounts of net operating income and the expectation
                     that the occupancy rate of the property will significantly decrease
                     in future periods. Therefore, we recorded a $5.2 million non-cash
                     impairment charge in our consolidated statement of operations which
                     equaled the excess of the property's carrying value over its fair
                     value. We determined the fair value using a market approach whereby
                     we considered the prevailing market income capitalization rates and
                     sales data for transactions involving similar assets. Tax Increment Financing In December 2006 the Redevelopment Authority of Washington County,
                     Pennsylvania issued tax increment financing bonds to finance a
                     portion of the public infrastructure improvements related to the
                     construction of the Tanger outlet center in Washington, PA.  We
                     received the net proceeds from the bond issuance as reimbursement for
                     funds expended on qualifying assets as defined in the bond
                     agreement.  Debt service of these bonds is funded by 80% of the
                     incremental real property taxes assessed within the tax increment
                     financing district and any shortfalls in the debt service are funded
                     by special assessments on the Washington, PA property. We originally recorded in other liabilities on our consolidated
                     balance sheet approximately $17.9 million which represents the funds
                     that we have received and expect to receive from the
                     bonds.  Associated with this liability is a discount of $5.7 million
                     representing the difference between the amount received and the total
                     amount of the bonds issued.  The principal amount of bonds issued
                     totaled $23.6 million, mature in July 2035 and bear interest at an
                     effective rate of 7.81% and a stated rate of 5.45%.  For the year
                     ended December 31, 2009, approximately $1.3 million of interest expense related to this bond
                     is included in the consolidated statement of operations.  As of December 31, 2009 the bonds had a net carrying amount of $15.4 million and as
                     discussed in Note 7, a portion of the bonds totaling $2.6 million was
                     assumed by the buyer in an outparcel sale transaction. Estimated
                     principal reductions over the next 5 years are expected to
                     be $804,000. Change in Accounting Estimate During the first quarter of 2009, we obtained approval from Beaufort
                     County, South Carolina to implement a redevelopment plan at the
                     Hilton Head I, SC outlet center. Based on our current redevelopment
                     timeline, we intend to demolish the existing buildings by the end of
                     the second quarter of 2010 and therefore have changed the estimated
                     useful life to end at that time. As a result of this change in useful
                     life, additional depreciation and amortization of approximately $6.3
                     million was recognized during the 2009 period.  The accelerated
                     depreciation and amortization reduced income from continuing
                     operations and net income by approximately $.29 per unit for the year
                     ended December 31, 2009. During the first quarter of 2007, our Board of Directors formally
                     approved a plan to reconfigure our center in Foley, Alabama. As a
                     part of this plan, approximately 42,000 square feet was relocated
                     within the property. The depreciable useful lives of the buildings
                     demolished were shortened to coincide with their demolition dates
                     throughout the first three quarters of 2007 and the change in
                     estimated useful life was accounted for as a change in accounting
                     estimate. Accelerated depreciation and amortization recognized
                     related to the reconfiguration reduced income from continuing
                     operations and net income by approximately $6.0 million for the year
                     ended December 31, 2007. The accelerated depreciation and amortization reduced income from
                     continuing operations and net income by approximately $.32 per unit
                     for the year ended December 31, 2007. 5. Acquisition of Rental Property On January 1, 2009, new accounting guidance became effective for business combinations. On January 5, 2009, we purchased the remaining 50% interest in the Myrtle Beach Hwy 17
                     joint venture for a cash price of $32.0 million and the assumption of
                     the existing mortgage loan of $35.8 million. The acquisition was
                     funded by amounts available under our unsecured lines of credit. We
                     had owned a 50% interest in the Myrtle Beach Hwy 17 joint venture
                     since its formation in 2001 and accounted for it under the equity
                     method. The joint venture is now 100% owned by us and was
                     consolidated in 2009.
 F-11


The following table illustrates the fair value of the total
                     consideration transferred and the amounts of the identifiable assets
                     acquired and liabilities assumed recognized at the acquisition date
                     (in thousands):  Cash
                           
                           $
                           32,000Debt assumed
                           
                           
                           35,800Fair value of total consideration transferred
                           
                           
                           67,800Fair value of our equity interest in Myrtle Beach Hwy 17 held before
                              the acquisition
                           
                           
                           31,957Total
                           
                           $
                           99,757 The following table summarizes the allocation of the purchase price
                     to the assets acquired and liabilities assumed as of January 5, 2009, the date of acquisition and the weighted average amortization
                     period by major intangible asset class (in thousands):  Value
                           
                           
                           Weighted amortization periodBuildings, improvements and fixtures
                           
                           $
                           81,182Deferred lease costs and other intangiblesBelow market lease value
                           
                           
                           (2,358
                           )
                           
                           5.8Below market land lease value
                           
                           
                           4,807
                           
                           
                           56.0Lease in place value
                           
                           
                           7,998
                           
                           
                           4.4Tenant Relationships
                           
                           
                           7,274
                           
                           
                           8.8Present value of lease & legal costs
                           
                           
                           1,145
                           
                           
                           4.9Total deferred lease costs and other intangibles
                           
                           
                           18,866Subtotal
                           
                           
                           100,048Debt discount
                           
                           
                           1,467Fair value of interest rate swap assumed
                           
                           
                           (1,715
                           )Fair value of identifiable assets and liabilities assumed, net
                           
                           
                           (43
                           )Net assets acquired
                           
                           $
                           99,757 There was no contingent consideration associated with this
                     acquisition. We incurred approximately $28,000 in third-party
                     acquisition related costs for the Myrtle Beach Hwy 17 acquisition
                     which were expensed as incurred. As a result of acquiring the
                     remaining 50% interest in Myrtle Beach Hwy 17, our previously held
                     interest was remeasured at fair value, resulting in a gain of
                     approximately $31.5 million. 6. Investments in Unconsolidated Real Estate Joint Ventures Our investments in unconsolidated joint ventures as of December 31, 2009 and 2008 aggregated $9.1 million and $9.5 million, respectively. We
                     have evaluated the accounting treatment for each of the joint
                     ventures and have concluded based on the current facts and
                     circumstances that the equity method of accounting should be used to
                     account for the individual joint ventures. At December 31, 2009, we were members of the following unconsolidated real estate joint ventures:  Joint Venture
                           
                           
                           CenterLocation
                           
                           
                           OpeningDate
                           
                           
                           Ownership %
                           
                           
                           SquareFeet
                           
                           
                           CarryingValue ofInvestment(in millions)
                           
                           
                           Total Joint
                              VentureDebt(in millions)Wisconsin Dells
                           
                           
                           Wisconsin Dells, Wisconsin
                           
                           
                           2006
                           
                           
                           50%
                           
                           
                           265,061
                           
                           
                           $5.7
                           
                           
                           $25.3Deer Park
                           
                           
                           Deer Park, Long Island NY
                           
                           
                           2008
                           
                           
                           33.3%
                           
                           
                           684,851
                           
                           
                           $3.3
                           
                           
                           $267.2 Our joint venture related to the shopping center in Deer Park, New
                     York is considered a variable interest entity because the equity
                     investment at risk is insufficient to finance that entity's
                     activities without additional subordinated financial support.
                     However, we are not required to consolidate the joint venture because
                     we are not the primary beneficiary. The primary beneficiary is the
                     entity that is expected to absorb the majority of the expected losses
                     or receive a majority of the expected returns. In determining that we
                     are not the primary beneficiary, we performed a qualitative analysis
                     of the financial support provided to Deer Park by each of its
                     members, the financial
 F-12


condition of each member and potential losses that each member may
                     have to absorb based on the joint and several guarantees made by
                     affiliates of each member. We are unable to estimate our maximum
                     exposure to loss at this time. Upon completion of the final phase of
                     the project, the debt is expected to be approximately $284 million,
                     of which our proportionate share would be approximately $94.7
                     million. See "Deer Park" below for further discussion of the Deer
                     Park joint venture. Our joint venture in Wisconsin Dells, as well as
                     the warehouse joint venture in Deer Park are not considered variable
                     interest entities. These investments are recorded initially at cost and subsequently
                     adjusted for our equity in the venture's net income (loss) and cash
                     contributions and distributions. The following management, leasing
                     and marketing fees were recognized from services provided to Myrtle
                     Beach Hwy 17 (2008 and 2007 only), Wisconsin Dells and Deer Park (in
                     thousands):  Year Ended December 31,2009
                           
                           
                           2008
                           
                           
                           2007Fee:Management and leasing
                           
                           
                           
                           
                           $
                           1,921
                           
                           $
                           1,576
                           
                           $
                           560Marketing
                           
                           
                           
                           
                           
                           147
                           
                           
                           185
                           
                           
                           108Total Fees
                           
                           
                           
                           
                           $
                           2,068
                           
                           $
                           1,761
                           
                           $
                           668 Our carrying value of investments in unconsolidated joint ventures
                     differs from our share of the assets reported in the "Summary Balance
                     Sheets  Unconsolidated Joint Ventures" shown below due to
                     adjustments to the book basis, including intercompany profits on
                     sales of services that are capitalized by the unconsolidated joint
                     ventures. The differences in basis are amortized over the various
                     useful lives of the related assets. On a periodic basis, we assess whether there are any indicators that
                     the value of our investments in unconsolidated joint ventures may be
                     impaired. An investment is impaired only if management's estimate of
                     the value of the investment is less than the carrying value of the
                     investments, and such decline in value is deemed to be other than
                     temporary. To the extent impairment has occurred, the loss shall be
                     measured as the excess of the carrying amount of the investment over
                     the value of the investment. Our estimates of value for each joint
                     venture investment are based on a number of assumptions that are
                     subject to economic and market uncertainties including, among others,
                     demand for space, competition for tenants, changes in market rental
                     rates and operating costs of the property. As these factors are
                     difficult to predict and are subject to future events that may alter
                     our assumptions, the values estimated by us in our impairment
                     analysis may not be realized. As of December 31, 2009, we do not believe that any of our equity investments were impaired. Wisconsin Dells In March 2005, we established the Wisconsin Dells joint venture to
                     construct and operate a Tanger Outlet center in Wisconsin Dells,
                     Wisconsin. In December 2009, the joint venture closed on a new
                     interest-only mortgage loan totaling $25.3 million that matures in
                     December 2012. The new loan refinances the original construction loan
                     and bears interest based on the LIBOR index plus 3.00%. The loan
                     incurred by this unconsolidated joint venture is collateralized by
                     its property and carries limited joint and several guarantees by us
                     and designated guarantors of our venture partner. Deer Park In October 2003, we, and two other members each having a 33.3%
                     ownership interest, established a joint venture to develop and own a
                     shopping center in Deer Park, New York. In May 2007, the joint venture closed on the project financing which
                     is structured in two parts. The first is a $269.0 million loan
                     collateralized by the property as well as limited joint and several
                     guarantees by all three venture partners. The second is a $15.0
                     million mezzanine loan secured by the pledge of the partners' equity
                     interests. The weighted average interest rate on the financing is one
                     month LIBOR plus 1.49%. Over the life of the loans, if certain
                     criteria are met, the weighted average interest rate can decrease to
                     one month LIBOR plus 1.23%. The loans had a combined balance $264.9
                     million as of December 31, 2009 and are scheduled to mature in May 2011 with a one year extension
                     option at that date. In June 2009, the two interest rate swaps entered into by Deer Park
                     in 2007 with a notional amount totaling $170.0 million that had fixed
                     the LIBOR index at an average of 5.38% related to Deer Park's $284.0
                     million construction loan expired. At that time, a forward starting
                     interest rate cap originally purchased by Deer Park in February 2009
                     at a cost approximately $290,000 replaced these interest rate
                     protection agreements as a hedge of interest rate risk. The agreement
                     caps the 30-day LIBOR index at 4% on a notional amount of $240.0
                     million for a period through April 2011. In June 2008, we, and our two other partners formed a separate joint
                     venture to acquire a 29,000 square foot warehouse adjacent to the
                     shopping center to support the operations of the shopping center's
                     tenants. Each partner maintains a 33.3% ownership interest
 F-13


in this joint venture which acquired the warehouse for a purchase
                     price of $3.3 million. The venture also obtained $2.3 million in
                     financing at a variable interest rate of LIBOR plus 1.85% and a
                     maturity of May 2011. The first table of this Note combines the operational and financial
                     information of both Deer Park ventures. During 2008, we made
                     additional capital contributions of $1.6 million to Deer Park joint
                     ventures. Both of the other venture partners made equity
                     contributions equal to ours. After making the above contribution, the
                     total amount of equity contributed by each venture partner to the
                     projects was approximately $4.8 million. The original purchase of the property in 2003 was in the form of a
                     sale-leaseback transaction, which consisted of the sale of the
                     property to Deer Park for $29 million, including a 900,000 square
                     foot industrial building, which was then leased back to the seller
                     under an operating lease agreement. At the end of the lease in May
                     2005, the tenant vacated the building. However, the tenant had not
                     satisfied all of the conditions necessary to terminate the lease.
                     Deer Park is currently in litigation to recover from the tenant
                     approximately $5.9 million for fourteen months of lease payments and
                     additional rent reimbursements related to property taxes. In
                     addition, Deer Park is seeking other damages and will continue to do
                     so until resolved. Myrtle Beach Hwy 17 On January 5, 2009, we purchased the remaining 50% interest in the Myrtle Beach Hwy 17
                     joint venture for a cash price of $32.0 million and the assumption of
                     the existing mortgage loan of $35.8 million. The acquisition was
                     funded by amounts available under our unsecured lines of credit. See
                     Note 5 for more information regarding the acquisition. Condensed combined summary financial information of joint ventures
                     accounted for using the equity method is as follows (in thousands):  Summary Balance Sheets  Unconsolidated Joint Ventures2009
                           
                           
                           2008AssetsInvestment properties at cost, net
                           
                           $
                           294,857
                           
                           $
                           323,546Cash and cash equivalents
                           
                           
                           8,070
                           
                           
                           5,359Deferred charges, net
                           
                           
                           5,450
                           
                           
                           7,025Other assets
                           
                           
                           5,610
                           
                           
                           6,324Total assets
                           
                           $
                           313,987
                           
                           $
                           342,254Liabilities and Owners' EquityMortgage payable
                           
                           $
                           292,468
                           
                           $
                           303,419Construction trade payables
                           
                           
                           3,647
                           
                           
                           13,641Accounts payable and other liabilities (1)
                           
                           
                           3,826
                           
                           
                           9,479Total liabilities
                           
                           
                           299,941
                           
                           
                           326,539Owners' equity (1)
                           
                           
                           14,046
                           
                           
                           15,715Total liabilities and owners' equity
                           
                           $
                           313,987
                           
                           $
                           342,254  Includes the fair value of interest rate swap agreements at Deer Park
                        and Myrtle Beach Hwy 17 totaling $5.6 million as of December 31, 2008, recorded as an increase in accounts payable and other liabilities
                        and a reduction of owners' equity.
 F-14


Summary Statements of Operations  Unconsolidated Joint Ventures:2009
                           
                           
                           2008
                           
                           
                           2007Revenues
                           
                           $
                           35,481
                           
                           $
                           25,943
                           
                           $
                           19,414Expenses:Property operating
                           
                           
                           16,643
                           
                           
                           12,329
                           
                           
                           6,894General and administrative
                           
                           
                           861
                           
                           
                           591
                           
                           
                           248Depreciation and amortization
                           
                           
                           13,419
                           
                           
                           7,013
                           
                           
                           5,473Total expenses
                           
                           
                           30,923
                           
                           
                           19,933
                           
                           
                           12,615Operating income
                           
                           
                           4,558
                           
                           
                           6,010
                           
                           
                           6,799Interest expense
                           
                           
                           9,913
                           
                           
                           6,006
                           
                           
                           4,129Net income (loss)
                           
                           $
                           (5,355
                           )
                           $
                           4
                           
                           $
                           2,670Tanger Properties Limited Partnership share of:Net income (loss)
                           
                           $
                           (1,512
                           )
                           $
                           852
                           
                           $
                           1,473Depreciation (real estate related)
                           
                           $
                           4,859
                           
                           $
                           3,165
                           
                           $
                           2,611 7. Disposition of Properties and Properties Held for Sale 2007 Transactions In October 2007, we completed the sale of our property in Boaz,
                     Alabama. Net proceeds received from the sale of the property were
                     approximately $2.0 million. We recorded a gain on sale of real estate
                     of approximately $6,000. The results of operations and gain on sale
                     of real estate for the property are included in discontinued
                     operations. We were not retained for any management or leasing
                     responsibilities related to this center after the sale was completed. Below is a summary of the results of operations of the disposed
                     properties through their respective disposition dates and properties
                     held for sale as presented in discontinued operations for the
                     respective periods (in thousands):  Summary Statements of Operations  Disposed Properties:
                           
                           
                           2009
                           
                           
                           2008
                           
                           
                           2007Revenues:Base rentals
                           
                           $
                           
                           
                           $
                           
                           
                           $
                           417Percentage rentals
                           
                           
                           
                           
                           
                           
                           
                           
                           1Expense reimbursements
                           
                           
                           
                           
                           
                           
                           
                           
                           138Other income
                           
                           
                           
                           
                           
                           
                           
                           
                           18Total revenues
                           
                           
                           
                           
                           
                           
                           
                           
                           574Expenses:Property operating
                           
                           
                           
                           
                           
                           
                           
                           
                           317Depreciation and amortization
                           
                           
                           
                           
                           
                           
                           
                           
                           145Total expenses
                           
                           
                           
                           
                           
                           
                           
                           
                           462Discontinued operations before gain on sale of real estate
                           
                           
                           
                           
                           
                           
                           
                           
                           112Gain on sale of real estate included in discontinued operations
                           
                           
                           
                           
                           
                           
                           
                           
                           6Discontinued operations
                           
                           $
                           
                           
                           $
                           
                           
                           $
                           118 Outparcel Sales Gains on sale of outparcels are included in other income in the
                     consolidated statements of operations to the extent the outlet center
                     at which it is located has not been sold. Cost is allocated to the
                     outparcels based on the relative market value method. In August 2009, we closed on the sale of an outparcel of land at our
                     property in Washington, PA. The net proceeds from the sale were
                     approximately $1.6 million. A condition of the sale was the
                     assumption by the buyer of approximately $2.6 million of the tax
                     increment financing liability discussed in Note 4. The gain on sale
                     of outparcel of approximately $3.3 million was included in other
                     income in the statement of operations.
 F-15


8. Deferred Charges Deferred charges as of December 31, 2009 and 2008 consist of the following (in thousands):  2009
                           
                           
                           2008Deferred lease costs
                           
                           $
                           36,123
                           
                           $
                           31,292Net below market leases
                           
                           
                           (7,951
                           )
                           
                           (5,418
                           )Other intangibles
                           
                           
                           80,787
                           
                           
                           69,528Deferred financing costs
                           
                           
                           5,208
                           
                           
                           8,660114,167
                           
                           
                           104,062Accumulated amortization
                           
                           
                           (75,300
                           )
                           
                           (66,312
                           )$
                           38,867
                           
                           $
                           37,750 Amortization of deferred lease costs and other intangibles included
                     in income from continuing operations for the years ended December 31, 2009, 2008 and 2007 was $14.7 million, $11.9 million and $12.0 million,
                     respectively. Amortization of deferred financing costs included in
                     interest expense for the years ended December 31, 2009, 2008 and 2007 was $1.5 million, $1.6 million and $1.7 million, respectively. Estimated aggregate amortization expense of net below market leases
                     and other intangibles for each of the five succeeding years is as
                     follows (in thousands):  Year
                           
                           
                           Amount2010
                           
                           $
                           7,9362011
                           
                           
                           5,7392012
                           
                           
                           3,8102013
                           
                           
                           2,3142014
                           
                           
                           1,664Total
                           
                           $
                           21,463 9. Debt Debt as of December 31, 2009 and 2008 consists of the following (in thousands):  2009
                           
                           
                           2008Senior, unsecured notes:6.15% Senior, unsecured notes, maturing November 2015, net of
                              discount of $598 and $681, respectively
                           
                           $
                           249,402
                           
                           $
                           249,3193.75% Senior, unsecured exchangeable notes, maturing August 2026, net
                              of discount of $260 and $8,456
                           
                           
                           6,950
                           
                           
                           141,044Unsecured term loan facility:LIBOR + 1.60% unsecured term loan facility (1)
                           
                           
                           235,000
                           
                           
                           235,000Unsecured lines of credit with a weighted average interest rates of
                              0.98% and 2.18%, respectively (2)
                           
                           
                           57,700
                           
                           
                           161,500Mortgage note:LIBOR + 1.40 maturing April 2010, including net premium of $241 and
                              $0, respectively (3)
                           
                           
                           35,559
                           
                           
                           $
                           584,611
                           
                           $
                           786,863  The effective rate on this facility due to interest rate swap
                        agreements is 5.25% through April 2011. Depending on our investment
                        grade rating the interest rate on this facility can fluctuate between
                        LIBOR + 1.25% and LIBOR + 1.95%. For our lines of credit being utilized at December 31, 2009 and depending on our investment grade rating, the interest rates can
                        vary from either prime or from LIBOR +.45% to LIBOR + 1.55% and
                        expire in June 2011 or later. At December 31, 2009, our interest rates ranged from LIBOR +.60% to LIBOR +.75%.
 F-16


Because this mortgage debt was assumed as part of an acquisition, the
                        debt was recorded at its fair value and carried an effective interest
                        rate of 5.34%.  The unsecured lines of credit and senior unsecured notes includes
                     covenants that require the maintenance of certain ratios, including
                     debt service coverage and leverage, and limit the payment of
                     distributions such that distributions will not exceed funds from
                     operations, as defined in the agreements, for the prior fiscal year
                     on an annual basis or 95% of funds from operations on a cumulative
                     basis. As of December 31, 2009 we were in compliance with all of our debt covenants. 2009 Transactions In May 2009, exchangeable notes of the Operating Partnership in the
                     principal amount of $142.3 million were exchanged for Company common
                     shares, representing approximately 95.2% of the total exchangeable
                     notes outstanding prior to the exchange offer. In the aggregate, the
                     exchange offer resulted in the issuance of approximately 4.9 million
                     Company common shares and the payment of approximately $1.2 million
                     in cash for accrued and unpaid interest and in lieu of fractional
                     shares. The Operating Partnership issued approximately 2.4 million
                     partnership units to the Company in consideration for the Company's
                     issuance of common shares to retire the exchangeable notes. Following
                     settlement of the exchange offer, exchangeable notes in the principal
                     amount of approximately $7.2 million remained outstanding. In
                     connection with the exchange offering, we recognized in income from
                     continuing operations and net income a gain on early extinguishment
                     of debt in the amount of $10.5 million. A portion of the debt
                     discount recorded amounting to approximately $7.0 million was
                     written-off as part of the transaction. In July 2009, Wells Fargo Bank increased the size of its unsecured
                     line of credit from $100.0 million to $125.0 million allowing us to
                     continue to maintain $325.0 million in unsecured lines of credit
                     simultaneous with the natural expiration of our $25.0 million
                     unsecured line of credit with Wachovia Bank. In September 2009, Moody's Investors Service affirmed its Baa3 senior
                     unsecured rating for the Operating Partnership and revised our rating
                     outlook to positive from stable. 2008 Transactions On February 15, 2008, our $100.0 million, 9.125% unsecured senior notes matured. We
                     repaid these notes with amounts available under our unsecured lines
                     of credit. During the first quarter of 2008, we increased the maximum
                     availability under our existing unsecured lines of credit by $125.0
                     million, bringing our total availability to $325.0 million. The terms
                     of the increases were identical to those included within the existing
                     unsecured lines of credit. During the second quarter of 2008, we closed on a $235.0 million
                     unsecured three year syndicated term loan facility. Based on our
                     current debt ratings, the facility bears interest of LIBOR plus 160
                     basis points. Depending on our investment grade debt ratings, the
                     interest rate can vary from LIBOR plus 125 basis points to LIBOR plus
                     195 basis points. In June 2008, proceeds from the term loan were used to pay off our
                     mortgage loan with a principal balance of approximately $170.7
                     million. A prepayment premium, representing interest through the July
                     payment date, of approximately $406,000 was paid at closing. The
                     remaining proceeds of approximately $62.8 million, net of closing
                     costs, were applied against amounts outstanding on our unsecured
                     lines of credit and to settle two interest rate lock protection
                     agreements. In July 2008 and September 2008, we entered into interest rate swap
                     agreements with Wells Fargo Bank, N.A. and Branch Banking and Trust
                     Company, or BB&T, for notional amounts of $118.0 million and $117.0
                     million, respectively. The purpose of these swaps was to fix the
                     interest rate on the $235.0 million outstanding under the term loan
                     facility completed in June 2008. The swaps fixed the one month LIBOR
                     rate at 3.605% and 3.70%, respectively. When combined with the
                     current spread of 160 basis points, which can vary based on changes
                     in our debt ratings, these swap agreements fix our interest rate on
                     the $235.0 million of variable rate debt at 5.25% until April 1, 2011. In October 2008, our debt rating was upgraded by Standard and Poor's
                     Ratings Services from BBB- to BBB, making us one of only two REITs to
                     receive a ratings upgrade in 2008. Debt Maturities Maturities of the existing long-term debt as of December 31, 2009 are as follows (in thousands):
 F-17


Year
                           
                           
                           Amount2010
                           
                           $
                           35,8002011
                           
                           
                           299,9102012
                           
                           
                           2013
                           
                           
                           2014
                           
                           
                           Thereafter
                           
                           
                           250,000Subtotal
                           
                           
                           585,710Discount
                           
                           
                           (1,099
                           )Total
                           
                           $
                           584,611 10. Derivatives We are exposed to various market risks, including changes in interest
                     rates. Market risk is the potential loss arising from adverse changes
                     in market rates and prices, such as interest rates. We may
                     periodically enter into certain interest rate protection and interest
                     rate swap agreements to effectively convert floating rate debt to a
                     fixed rate basis. We do not enter into derivatives or other financial
                     instruments for trading or speculative purposes. In accordance with our derivatives policy, all derivatives are
                     assessed for effectiveness at the time the contracts are entered into
                     and are assessed for effectiveness on an on-going basis at each
                     quarter end. All of our derivatives have been designated as cash flow
                     hedges. Unrealized gains and losses related to the effective portion
                     of our derivatives are recognized in other comprehensive income and
                     gains or losses related to ineffective portions are recognized in the
                     income statement. At December 31, 2009, all of the derivatives which we originally entered into were
                     considered effective. In our March 31, 2008 assessment of the two US treasury rate lock derivatives, we
                     concluded that as of March 31, 2008, the occurrence of the forecasted transactions were considered
                     "reasonably possible" instead of "probable". Accordingly, amounts
                     previously deferred in other comprehensive income remain frozen until
                     the forecasted transaction either affected earnings or subsequently
                     became not probable of occurring. The value of the derivatives as of March 31, 2008 included in other comprehensive income and liabilities was $17.8
                     million. Also, hedge accounting was discontinued going forward and
                     changes in fair value related to these two derivatives after April 1, 2008 were recognized in the statement of operations immediately. In conjunction with the closing of the unsecured term loan facility
                     discussed above, we settled two interest rate lock protection
                     agreements which were intended to fix the US Treasury index at an
                     average rate of 4.62% for an aggregate amount of $200.0 million of
                     new debt for 10 years from July 2008. We originally entered into
                     these agreements in 2005 in anticipation of executing a public debt
                     offering during 2008 that would be based on the 10 year US Treasury
                     rate. Upon the closing of the LIBOR based unsecured term loan
                     facility, we determined that we were unlikely to execute a US
                     Treasury based debt offering. The settlement of the interest rate
                     lock protection agreements, at a total cost of $8.9 million, was
                     reflected as a loss on settlement of US treasury rate locks in our
                     consolidated statements of operations. In July 2008 and September 2008, we entered into LIBOR based interest
                     rate swap agreements with Wells Fargo Bank, N.A. and BB&T for
                     notional amounts of $118.0 million and $117.0 million respectively.
                     The purpose of these swaps was to fix the interest rate on the $235.0
                     million outstanding under the term loan facility completed in June
                     2008. The swaps fixed the one month LIBOR rate at 3.605% and 3.70%,
                     respectively. When combined with the current spread of 160 basis
                     points, which can vary based on changes in our debt ratings, these
                     swap agreements fix our interest rate on the $235.0 million of
                     variable rate debt at 5.25% until April 1, 2011.
 F-18


The table below presents the fair value of our derivative financial
                     instruments as well as their classification in the Consolidated
                     Balance Sheets as of December 31, 2009 and 2008, respectively (in millions).  Liability DerivativesAs ofDecember 31, 2009
                           
                           
                           As of December 31, 2008Notional amounts
                           
                           
                           Balancesheet location
                           
                           
                           Fairvalue
                           
                           
                           Balancesheet location
                           
                           
                           FairvalueDerivatives designated as hedging instrumentsInterest rate swap agreements
                           
                           $
                           235.0
                           
                           
                           Otherliabilities
                           
                           $
                           9.1
                           
                           
                           Otherliabilities
                           
                           $
                           11.7Derivatives not designated as hedging instruments(1)Interest rate swap agreement
                           
                           
                           35.0
                           
                           
                           Otherliabilities
                           
                           
                           0.4
                           
                           
                           N/A
                           
                           
                           N/ATotal derivatives
                           
                           $
                           270.0
                           
                           
                           
                           
                           $
                           9.5
                           
                           
                           
                           
                           $
                           11.7  The derivative not designated as a hedging instrument was the
                        interest rate swap agreement assumed when we purchased the remaining
                        50% interest in the joint venture that owned the outlet center in
                        Myrtle Beach, SC on Hwy 17. We could not qualify for hedge accounting
                        for this assumed derivative which had a fair value of $1.7 million
                        upon acquisition and was recorded in other liabilities in the balance
                        sheet. Changes in fair value of this derivative are recorded through
                        the statement of operations until its expiration in March 2010. In
                        2009, we recorded approximately $1.3 million as a reduction of
                        interest expense related to the change in fair value of the swap.  The remaining net benefit from a derivative settled during 2005 in
                     accumulated other comprehensive income was an unamortized balance as
                     of December 31, 2009 of $2.1 million which will amortize into the statement of operations
                     through October 2015. In 2009, we recorded approximately $0.3 million
                     as a reduction of interest expense related to the amortization of the
                     net benefit from this derivative. 11. Fair Value Measurements In September 2006, accounting guidance was issued which defines fair
                     value, establishes a framework for measuring fair value in accordance
                     with accounting principles generally accepted in the United States
                     and expands disclosures about fair value measurements. We adopted the
                     guidance as of January 1, 2008 for financial instruments. Although the adoption did not materially
                     impact our financial condition, results of operations or cash flow,
                     we are now required to provide additional disclosures as part of our
                     consolidated financial statements. In February 2008, further guidance was issued which delayed the
                     effective date of certain guidance pertaining to all nonfinancial
                     assets and nonfinancial liabilities, except for items recognized or
                     disclosed at fair value in the financial statements on a recurring
                     basis (at least annually). Rental property is considered a
                     nonfinancial asset and the testing of it for impairment is considered
                     nonrecurring in nature. Effective January 1, 2009, the definition of fair value in the context of an impairment
                     evaluation became the price that would be received to sell an asset
                     or paid to transfer a liability in an orderly transaction between
                     market participants at the measurement date. We are exposed to various market risks, including changes in interest
                     rates. We periodically enter into certain interest rate protection
                     agreements to effectively convert floating rate debt to a fixed rate
                     basis and to hedge anticipated future financings similar to those
                     described in Note 10. The guidance established a three-tier fair value hierarchy, which
                     prioritizes the inputs used in measuring fair value. These tiers are
                     defined as follows:  Tier
                           
                           
                           DescriptionLevel 1
                           
                           
                           Defined as observable inputs such as quoted prices in active marketsLevel 2
                           
                           
                           Defined as inputs other than quoted prices in active markets that are
                              either directly or indirectly observableLevel 3
                           
                           
                           Defined as unobservable inputs in which little or no market data
                              exists, therefore requiring an entity to develop its own assumptions The valuation of our financial instruments is determined using widely
                     accepted valuation techniques including discounted cash flow analysis
                     on the expected cash flows of each derivative. This analysis reflects
                     the contractual terms of the derivatives, including the period
 F-19


to maturity, and uses observable market-based inputs, including
                     interest rate curves. The valuation also includes a discount for
                     counterparty risk. We have determined that our derivative valuations
                     are classified in Level 2 of the fair value hierarchy. For assets and liabilities measured at fair value on a recurring
                     basis, quantitative disclosure of the fair value for each major
                     category of assets and liabilities is presented below as of December 31, 2009 and 2008:  As of December 31, 2009
                           
                           
                           Fair Value Measurements at Reporting Date Using (in millions)Quoted pricesin active marketsfor identical assetsLevel 1
                           
                           
                           Significant otherobservable inputsLevel 2
                           
                           
                           Significantunobservable inputsLevel 3Liabilities:Derivative financial instruments (1)
                           
                           
                           
                           
                           $
                           (9.5
                           )
                           
                            (1)Included in "Other liabilities" in the accompanying consolidated balance sheet.  As of December 31, 2008
                           
                           
                           Fair Value Measurements at Reporting Date Using (in millions)Quoted pricesin active marketsfor identical assetsLevel 1
                           
                           
                           Significant otherobservable inputsLevel 2
                           
                           
                           Significantunobservable inputsLevel 3Liabilities:Derivative financial instruments (1)
                           
                           
                           
                           
                           $
                           (11.7
                           )
                           
                            (1)Included in "Other liabilities" in the accompanying consolidated balance sheet. For assets and liabilities measured at fair value on a non-recurring
                     basis, quantitative disclosure of the fair value for each major
                     category of assets and liabilities is presented below:  Fair Value Measurements at Reporting Date Using (in millions)Quoted pricesin active marketsfor identical assetsLevel 1
                           
                           
                           Significant otherobservable inputsLevel 2
                           
                           
                           Significantunobservable inputsLevel 3Assets:Long lived assets held and used(1)
                           
                           
                           
                           
                           
                           
                           
                           $
                           2.0  Long-lived assets held and used with a carrying amount of $7.2
                        million were written down to their fair value of $2.0 million as of June 30, 2009, resulting in an impairment charge of $5.2 million. This charge was
                        included in earnings for the year ended December 31, 2009. The new basis is included in "Land" and "Building, improvements and
                        fixtures" in the accompanying consolidated balance sheet.  The estimated fair value of our debt, consisting of senior unsecured
                     notes, exchangeable notes, unsecured term credit facilities and
                     unsecured lines of credit, at December 31, 2009 and 2008 was $567.0 million and $711.8 million, respectively, and
                     its recorded value was $584.6 million and $786.9 million,
                     respectively. Fair values were determined, based on level 2 inputs,
                     using discounted cash flow analyses with an interest rate or credit
                     spread similar to that of current market borrowing arrangements.
 F-20


12. Partners' Equity In May 2009, exchangeable notes of the Operating Partnership,
                     originally issued in August 2006, in the principal amount of $142.3
                     million were exchanged for Company common shares, representing
                     approximately 95.2% of the total exchangeable notes outstanding prior
                     to the exchange offer.  In the aggregate, the exchange offer resulted
                     in the issuance of approximately 4.9 million Company common shares
                     and the payment of approximately $1.2 million in cash for accrued and
                     unpaid interest and in lieu of fractional shares.  The Operating
                     Partnership issued approximately 2.4 million partnership units to the
                     Company in consideration for the Company's issuance of common shares
                     to retire the exchangeable notes. Following settlement of the
                     exchange offer, exchangeable notes in the principal amount of
                     approximately $7.2 million remained outstanding.  In connection with
                     the exchange offer, we recognized in income from continuing
                     operations and net income a gain on early extinguishment of debt in
                     the amount of $10.5 million.  A portion of the debt discount recorded
                     amounting to approximately $7.0 million was written-off as part of
                     the transaction. In August 2009, the Company completed a common share offering of 3.45
                     million shares at a price of $35.50 per share, with net proceeds of
                     approximately $116.8 million.  The net proceeds from the sale were
                     contributed to the Operating Partnership in exchange for 87,000
                     common units to the general partner and 1,638,000 common units to the
                     limited partner. We used the net proceeds to repay borrowings under
                     our unsecured lines of credit and for general corporate purposes. In May 2007, the Company's shareholders voted to approve an amendment
                     to the Company's articles of incorporation to increase the number of
                     Company common shares authorized for issuance from 50.0 million to
                     150.0 million. Company shareholders also approved by vote the
                     creation of four new classes of preferred shares, each class having
                     4.0 million shares authorized for issuance with a par value of $.01
                     per share. No preferred shares from the newly created classes have
                     been issued as of December 31, 2009. All proceeds from common and preferred share issuances by the
                     Company are contributed to the Operating Partnership in exchange for
                     common and preferred units. At December 31, 2009 and December 31, 2008, the ownership interests of the Operating Partnership consisted of
                     the following:  2009
                           
                           
                           2008Preferred units:Limited partner
                           
                           
                           3,000,000
                           
                           
                           3,000,000  Common units:General partner
                           
                           
                           237,000
                           
                           
                           150,000Limited partners
                           
                           
                           22,934,867
                           
                           
                           18,717,056Total common units
                           
                           
                           23,171,867
                           
                           
                           18,867,056 13. Executive Severance Stanley K. Tanger, founder of the Company, retired as an employee and
                     resigned as the Company's Chairman of the Board and as the Chairman
                     of the Board of Trustees of our general partner effective September 1, 2009.   Pursuant to Mr. Tanger's employment agreement, as mutually agreed
                     upon by Mr. Tanger and us, he will receive a cash severance amount of
                     $3.4 million.  Additionally, the Board approved a modification to Mr.
                     Tanger's restricted share agreements whereas, upon his retirement,
                     216,000 unvested restricted common shares previously granted to Mr.
                     Tanger vested. As a result of this vesting, we recorded $6.9 million
                     in incremental share-based compensation expense. Mr. Tanger's
                     severance costs are included in the general and administrative
                     expenses in the consolidated statement of operations. Mr. Tanger
                     continues to serve as a member of the Company's Board of Directors
                     and as a member of the Board of Trustees of our general partner.
 F-21


14. Earnings Per Unit The following table sets forth a reconciliation of the numerators and
                     denominators in computing earnings per unit for the years ended December 31, 2009, 2008 and 2007 (in thousands, except per unit amounts):  2009
                           
                           
                           2008
                           
                           
                           2007NUMERATORIncome from continuing operations
                           
                           $
                           67,495
                           
                           $
                           29,718
                           
                           $
                           30,438Less applicable preferred unit distributions
                           
                           
                           (5,625
                           )
                           
                           (5,625
                           )
                           
                           (5,625
                           )Less allocation of earnings to participating securities
                           
                           
                           (701
                           )
                           
                           (724
                           )
                           
                           (610
                           )Income from continuing operations available to common unitholders
                           
                           
                           61,169
                           
                           
                           23,369
                           
                           
                           24,203Discontinued operations
                           
                           
                           
                           
                           
                           
                           
                           
                           118Net income available to common unitholders
                           
                           $
                           61,169
                           
                           $
                           23,369
                           
                           $
                           24,321DENOMINATORBasic weighted average common units
                           
                           
                           20,991
                           
                           
                           18,575
                           
                           
                           18,444Effect of exchangeable notes
                           
                           
                           9
                           
                           
                           
                           
                           
                           239Effect of outstanding options
                           
                           
                           39
                           
                           
                           69
                           
                           
                           107Diluted weighted average common units
                           
                           
                           21,039
                           
                           
                           18,644
                           
                           
                           18,790Basic earnings per common unit:Income from continuing operations
                           
                           $
                           2.91
                           
                           $
                           1.26
                           
                           $
                           1.31Discontinued operations
                           
                           
                           
                           
                           
                           
                           
                           
                           Net income
                           
                           $
                           2.91
                           
                           $
                           1.26
                           
                           $
                           1.31Diluted earnings per common unit:Income from continuing operations
                           
                           $
                           2.91
                           
                           $
                           1.25
                           
                           $
                           1.29Discontinued operations
                           
                           
                           
                           
                           
                           
                           
                           
                           Net income
                           
                           $
                           2.91
                           
                           $
                           1.25
                           
                           $
                           1.29 The exchangeable notes are included in the diluted earnings per unit
                     computation, if the effect is dilutive, using the treasury stock
                     method.  In applying the treasury stock method, the effect will be
                     dilutive if the average market price of the Company's common shares
                     for at least 20 trading days in the 30 consecutive trading days at
                     the end of each quarter is higher than the exchange rate of $35.92
                     per Company common share. The computation of diluted earnings per unit excludes options to
                     purchase common units when the exercise price is greater than the
                     average market price of the common unit for the period. The market
                     price of a common unit is considered to be equivalent to twice the
                     market price of a Company common share. No options were excluded from
                     the 2009, 2008 or 2007 computations. The Company's unvested restricted share awards contain
                     non-forfeitable rights to distributions or distribution equivalents.
                     The impact of the unvested restricted share awards on earnings per
                     unit has been calculated using the two-class method whereby earnings
                     are allocated to the unvested restricted share awards based on
                     distributions declared and the unvested restricted shares'
                     participation rights in undistributed earnings. 15. Unit-Based Compensation We have an equity -based compensation plan, the Amended and Restated
                     Incentive Award Plan, or the Plan, approved by the Company's
                     shareholders which covers the Company's independent directors and our
                     employees. We may issue up to 3.0 million common units under the
                     Plan. We have granted 1,791,990 options, net of options forfeited,
                     and 536,175 restricted unit awards, net of restricted units
                     forfeited, through December 31, 2009, leaving 671 835 available for future grants. The amount and terms
                     of the awards granted under the plan are determined by the Share and
                     Unit Option Committee of the Company's Board of Directors. All non-qualified share and unit options granted under the Plan
                     expire 10 years from the date of grant and 20% of the options become
                     exercisable in each of the first five years commencing one year from
                     the date of grant. Options are generally granted with an exercise
                     price based to the market price of the Company's common shares on the
                     day of grant. Common units issued upon exercise of unit options are
                     exchangeable for two of the Company's common shares. There were no
                     option grants in 2009, 2008 and 2007.
 F-22


During 2009, 2008 and 2007, the Company's Board of Directors approved
                     the grant of 207,500, 190,000 and 170,000 restricted shares,
                     respectively, to the Company's independent directors and the
                     Company's senior executive officers. The Company receives one common
                     unit from the Operating Partnership for every two restricted shares
                     issued by the Company. The independent directors' restricted shares
                     vest ratably over a three year period and the senior executive
                     officers' restricted shares vest ratably over a five year period. For
                     all of the restricted awards described above, the grant date fair
                     value of the award was determined based upon the market price of the
                     Company's common shares on the date of grant and the associated
                     compensation expense is being recognized in accordance with the
                     vesting schedule of each grant. We recorded share based compensation expense in general and
                     administrative expenses in the consolidated statements of operations
                     for the years ended December 31, 2009, 2008 and 2007, respectively, as follows (in thousands):  2009
                           
                           
                           2008
                           
                           
                           2007Restricted units (1)
                           
                           $
                           11,720
                           
                           $
                           5,180
                           
                           $
                           3,815Options
                           
                           
                           78
                           
                           
                           211
                           
                           
                           244Total share based compensation
                           
                           $
                           11,798
                           
                           $
                           5,391
                           
                           $
                           4,059  Includes $6.9 million of incremental share-based compensation in 2009
                        related to the accelerated vesting of restricted units discussed
                        above in Note 13.  Share-based compensation expense capitalized as a part of rental
                     property and deferred lease costs during the years ended December 31, 2009, 2008 and 2007 was $302,000, $143,000 and $80,000, respectively. Options outstanding at December 31, 2009 had the following weighted average exercise prices and weighted
                     average remaining contractual lives:  Options Outstanding
                           
                           
                           Options ExercisableRange ofexercise prices
                           
                           
                           Options
                           
                           
                           Weighted averageexercise price
                           
                           
                           Weighted averageremaining contractuallife in years
                           
                           
                           Options
                           
                           
                           Weighted averageexercise price$18.625 to $22.125
                           
                           
                           7,250
                           
                           $
                           18.63
                           
                           
                           0.18
                           
                           
                           7,250
                           
                           $
                           18.63$38.76 to $38.83
                           
                           
                           51,825
                           
                           
                           38.81
                           
                           
                           4.32
                           
                           
                           51,825
                           
                           
                           38.81$47.25 to $47.92
                           
                           
                           3,250
                           
                           
                           47.30
                           
                           
                           4.88
                           
                           
                           3,000
                           
                           
                           47.2562,325
                           
                           $
                           36.90
                           
                           
                           3.87
                           
                           
                           62,075
                           
                           $
                           36.86 A summary of option activity under our Amended and Restated Incentive
                     Award Plan as of December 31, 2009 and changes during the year then ended is presented below (aggregate
                     intrinsic value amount in thousands):  Options
                           
                           
                           Units
                           
                           
                           Weighted-averageexerciseprice
                           
                           
                           Weighted-averageremainingcontractuallife in years
                           
                           
                           AggregateintrinsicvalueOutstanding as of December 31, 2008
                           
                           
                           109,228
                           
                           $
                           37.75Granted
                           
                           
                           
                           
                           
                           Exercised
                           
                           
                           (46,043
                           )
                           
                           37.94Forfeited
                           
                           
                           (860
                           )
                           
                           38.83Outstanding as of December 31, 2009
                           
                           
                           62,325
                           
                           $
                           36.90
                           
                           
                           3.87
                           
                           $
                           2,636Vested and Expected to Vest as of December 31, 2009
                           
                           
                           62,325
                           
                           $
                           36.90
                           
                           
                           3.87
                           
                           $
                           2,636Exercisable as of December 31, 2009
                           
                           
                           62,075
                           
                           $
                           36.86
                           
                           
                           3.86
                           
                           $
                           2,628 The total intrinsic value of options exercised during the years ended December 31, 2009, 2008 and 2007 was $1.5 million, $3.2 million and $2.7 million, respectively.
 F-23


The following table summarizes information related to unvested
                     restricted units outstanding as of December 31, 2009:  Unvested Restricted Units
                           
                           
                           Number of Units
                           
                           
                           Weighted averagegrant date fair valueUnvested at December 31, 2008
                           
                           
                           217,602
                           
                           $
                           73.45Granted
                           
                           
                           103,750
                           
                           
                           56.38Vested
                           
                           
                           (170,667
                           )
                           
                           73.56Forfeited
                           
                           
                           (3,700
                           )
                           
                           67.54Unvested at December 31, 2009
                           
                           
                           146,985
                           
                           $
                           66.98 The total value of restricted units vested during the years ended
                     2009, 2008 and 2007 was $13.5 million, $5.1 million and $4.2 million,
                     respectively. As of December 31, 2009, there was $7.7 million of total unrecognized compensation cost
                     related to unvested unit-based compensation arrangements granted
                     under the Plan. That cost is expected to be recognized over a
                     weighted-average period of 3.1 years. 16. Employee Benefit Plans We have a qualified retirement plan, with a salary deferral feature
                     designed to qualify under Section 401 of the Code (the "401(k)
                     Plan"), which covers substantially all of our officers and employees.
                     The 401(k) Plan permits our employees, in accordance with the
                     provisions of Section 401(k) of the Code, to defer up to 20% of their
                     eligible compensation on a pre-tax basis subject to certain maximum
                     amounts. Employee contributions are fully vested and receive a
                     matching contribution equal to 100% of the deferral contributions per
                     pay period which do not exceed 3% of the compensation per pay period,
                     plus 50% of the deferral contributions per pay period which exceed 3%
                     but do not exceed 5% of compensation per pay period. Employees are
                     immediately 100% vested in the matching contribution. The employer
                     matching contribution expense for the years ended 2009, 2008 and 2007
                     were approximately $417,000, $384,000 and $104,000, respectively. 17. Other Comprehensive Income (Loss) Total comprehensive income for the years ended December 31, 2009, 2008 and 2007 is as follows (in thousands):  2009
                           
                           
                           2008
                           
                           
                           2007Net income
                           
                           $
                           67,495
                           
                           $
                           29,718
                           
                           $
                           30,556Other comprehensive income (loss):Reclassification adjustment for amortization of gain on settlement of
                              US treasury rate lock included in net income(294
                           )
                           
                           (276
                           )
                           
                           (261
                           )Reclassification adjustment for termination of US treasury rate locks
                           
                           
                           
                           
                           
                           17,760
                           
                           
                           Change in fair value of treasury rate locks
                           
                           
                           
                           
                           
                           (9,006
                           )
                           
                           (9,497
                           )Change in fair value of cash flow hedges
                           
                           
                           2,700
                           
                           
                           (11,747
                           )
                           
                           Change in fair value of our portion of our unconsolidated joint
                              ventures' cash flow hedges
                           
                           
                           2,079
                           
                           
                           (694
                           )
                           
                           (1,645
                           )Other comprehensive income (loss)
                           
                           
                           4,485
                           
                           
                           (3,963
                           )
                           
                           (11,403
                           )Total comprehensive income
                           
                           $
                           71,980
                           
                           $
                           25,755
                           
                           $
                           19,153 18. Supplementary Income Statement Information The following amounts are included in property operating expenses in
                     income from continuing operations for the years ended December 31, 2009, 2008 and 2007 (in thousands):  2009
                           
                           
                           2008
                           
                           
                           2007Advertising and promotion
                           
                           $
                           18,978
                           
                           $
                           17,678
                           
                           $
                           16,652Common area maintenance
                           
                           
                           41,000
                           
                           
                           35,489
                           
                           
                           32,363Real estate taxes
                           
                           
                           15,409
                           
                           
                           14,718
                           
                           
                           13,847Other operating expenses
                           
                           
                           13,287
                           
                           
                           14,012
                           
                           
                           11,521$
                           88,674
                           
                           $
                           81,897
                           
                           $
                           74,383
 F-24


19. Lease Agreements We are the lessor of over 1,900 stores in our 31 wholly-owned outlet
                     centers, under operating leases with initial terms that expire from
                     2010 to 2030. Future minimum lease receipts under non-cancelable
                     operating leases as of December 31, 2009, excluding the effect of straight-line rent and percentage rentals,
                     are as follows (in thousands):  2010
                           
                           $
                           151,2972011
                           
                           
                           129,7992012
                           
                           
                           105,0252013
                           
                           
                           75,6682014
                           
                           
                           51,052Thereafter
                           
                           
                           121,512$
                           634,353 20. Commitments and Contingencies Our non-cancelable operating leases, with initial terms in excess of
                     one year, have terms that expire from 2010 to 2096. Annual rental
                     payments for these leases totaled approximately $5.2 million, $3.9
                     million and $3.9 million, for the years ended December 31, 2009, 2008 and 2007, respectively. Minimum lease payments for the next
                     five years and thereafter are as follows (in thousands):  2010
                           
                           $
                           5,6802011
                           
                           
                           5,1482012
                           
                           
                           4,3352013
                           
                           
                           3,8192014
                           
                           
                           3,859Thereafter
                           
                           
                           158,716$
                           181,557 We are also subject to legal proceedings and claims which have arisen
                     in the ordinary course of our business and have not been finally
                     adjudicated. In our opinion, the ultimate resolution of these matters
                     will have no material effect on our results of operations, financial
                     condition or cash flows. 21. Subsequent Events In January 2010, the Company's Compensation Committee approved the
                     general terms of the Tanger Factory Outlet Centers, Inc. 2010
                     Multi-Year Performance Plan, or the 2010 Multi-Year Performance Plan.
                     The 2010 Multi-Year Performance Plan is a long-term incentive
                     compensation plan pursuant to which award recipients, as a group, may
                     earn up to approximately 615,000 restricted common shares of the
                     Company based on the Company's share price appreciation over four
                     years beginning on January 1, 2010.  The maximum number of shares
                     will be earned under this plan if the Company achieves 60% or higher
                     share price appreciation over the four-year performance period.  We
                     expect that the value of the awards, if the Company achieves 60%
                     share price appreciation, will equal between approximately $35
                     million and $39 million.  After the awards are earned, they will
                     remain subject to a one-year vesting period. For notional amounts
                     granted in 2010, any shares earned on December 31, 2013 will vest on December 31, 2014 contingent on continued employment through the vesting date. Under the 2010 Multi-Year Performance Plan, the Company will grant
                     205,000 notional units to award recipients, as a group, which may
                     convert into a maximum of approximately 615,000 restricted common
                     shares of the Company based on the aggregate share price appreciation
                     over the four-year period from January 1, 2010 through December 31, 2013.  If the aggregate share price appreciation during this period
                     equals or exceeds the minimum threshold of 40%, then the notional
                     units will convert into the Company's common shares on a one-for-one
                     basis. The notional units will convert into common shares on a
                     one-for-two basis if the share price appreciation exceeds the target
                     threshold of 50% and on a one-for-three basis if the share price
                     appreciation exceeds the maximum threshold of 60%.  The notional
                     amounts will convert on a pro rata basis between share price
                     appreciation thresholds. The share price targets will be reduced on a
                     dollar-for-dollar basis with respect to any Company dividend payments
                     made during the measurement period, subject to a minimum level price
                     target. The notional units, prior to the date they are converted into
                     restricted common shares, will not entitle award recipients to
                     receive any Company dividends or other distributions.  If the
                     notional units are earned, and thereby converted into restricted
                     common shares, then award recipients will be entitled to receive a
                     payment of all Company dividends and other distributions that would
                     have been paid had
 F-25


the number of earned common shares been issued at the beginning of
                     the performance period.  Thereafter, Company dividends and other
                     distributions will be paid currently with respect to all restricted
                     common shares that were earned. At the end of the four-year performance period, if the minimum share
                     price threshold is not achieved but the Company's share performance
                     exceeds the 50th percentile of the share performance of its peer
                     group, the notional units will convert into restricted common shares
                     on a one-for-one basis. All determinations, interpretations and
                     assumptions relating to the vesting and calculation of the
                     performance awards will be made by the Company's Compensation
                     Committee.
 F-26


TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIESSCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATIONFor the Year Ended December 31, 2009 (in thousands)  Description
                           
                           
                           
                           
                           
                           Initial cost to Company
                           
                           
                           Costs CapitalizedSubsequent to Acquisition(Improvements)
                           
                           
                           Gross Amount Carried at Close of PeriodDecember 31, 2009 (1)Outlet Center Name
                           
                           
                           Location
                           
                           
                           Encumbrances
                           
                           
                           Land
                           
                           
                           Buildings,Improvements & Fixtures
                           
                           
                           Land
                           
                           
                           BuildingsImprovements& Fixtures
                           
                           
                           Land
                           
                           
                           Buildings,Improvements & Fixtures
                           
                           
                           Total
                           
                           
                           AccumulatedDepreciation
                           
                           
                           Date ofConstruction
                           
                           
                           Life Used toComputeDepreciationin IncomeStatementBarstow
                           
                           
                           Barstow, CA
                           
                           $
                           
                           
                           $
                           3,281
                           
                           $
                           12,533
                           
                           $
                           
                           
                           $
                           19,694
                           
                           $
                           3,281
                           
                           $
                           32,227
                           
                           $
                           35,508
                           
                           $
                           12,816
                           
                           
                           1995
                           
                           
                           (2)Blowing Rock
                           
                           
                           Blowing Rock, NC
                           
                           
                           
                           
                           
                           1,963
                           
                           
                           9,424
                           
                           
                           
                           
                           
                           4,811
                           
                           
                           1,963
                           
                           
                           14,235
                           
                           
                           16,198
                           
                           
                           5,818
                           
                           
                           1997 (3)
                           
                           
                           (2)Branson
                           
                           
                           Branson, MO
                           
                           
                           
                           
                           
                           4,407
                           
                           
                           25,040
                           
                           
                           396
                           
                           
                           13,526
                           
                           
                           4,803
                           
                           
                           38,566
                           
                           
                           43,369
                           
                           
                           20,852
                           
                           
                           1994
                           
                           
                           (2)Charleston
                           
                           
                           Charleston, SC
                           
                           
                           
                           
                           
                           10,353
                           
                           
                           48,877
                           
                           
                           
                           
                           
                           1,347
                           
                           
                           10,353
                           
                           
                           50,224
                           
                           
                           60,577
                           
                           
                           8,861
                           
                           
                           2006
                           
                           
                           (2)Commerce I (4)
                           
                           
                           Commerce, GA
                           
                           
                           
                           
                           
                           755
                           
                           
                           1,001
                           
                           
                           492
                           
                           
                           
                           
                           
                           1,247
                           
                           
                           1,001
                           
                           
                           2,248
                           
                           
                           512
                           
                           
                           1989
                           
                           
                           (2)Commerce II
                           
                           
                           Commerce, GA
                           
                           
                           
                           
                           
                           1,262
                           
                           
                           14,046
                           
                           
                           707
                           
                           
                           29,352
                           
                           
                           1,969
                           
                           
                           43,398
                           
                           
                           45,367
                           
                           
                           19,965
                           
                           
                           1995
                           
                           
                           (2)Foley
                           
                           
                           Foley, AL
                           
                           
                           
                           
                           
                           4,400
                           
                           
                           82,410
                           
                           
                           693
                           
                           
                           38,117
                           
                           
                           5,093
                           
                           
                           120,527
                           
                           
                           125,620
                           
                           
                           20,955
                           
                           
                           2003 (3)
                           
                           
                           (2)Gonzales
                           
                           
                           Gonzales, LA
                           
                           
                           
                           
                           
                           679
                           
                           
                           15,895
                           
                           
                           
                           
                           
                           20,165
                           
                           
                           679
                           
                           
                           36,060
                           
                           
                           36,739
                           
                           
                           16,985
                           
                           
                           1992
                           
                           
                           (2)Hilton Head
                           
                           
                           Bluffton, SC
                           
                           
                           
                           
                           
                           9,881
                           
                           
                           41,504
                           
                           
                           
                           
                           
                           7,651
                           
                           
                           9,881
                           
                           
                           49,155
                           
                           
                           59,036
                           
                           
                           18,438
                           
                           
                           2003 (3)
                           
                           
                           (2)Howell
                           
                           
                           Howell, MI
                           
                           
                           
                           
                           
                           2,250
                           
                           
                           35,250
                           
                           
                           
                           
                           
                           4,279
                           
                           
                           2,250
                           
                           
                           39,529
                           
                           
                           41,779
                           
                           
                           10,278
                           
                           
                           2002 (3)
                           
                           
                           (2)Kittery-I
                           
                           
                           Kittery, ME
                           
                           
                           
                           
                           
                           1,242
                           
                           
                           2,961
                           
                           
                           229
                           
                           
                           1,787
                           
                           
                           1,471
                           
                           
                           4,748
                           
                           
                           6,219
                           
                           
                           3,898
                           
                           
                           1986
                           
                           
                           (2)Kittery-II
                           
                           
                           Kittery, ME
                           
                           
                           
                           
                           
                           1,450
                           
                           
                           1,835
                           
                           
                           
                           
                           
                           758
                           
                           
                           1,450
                           
                           
                           2,593
                           
                           
                           4,043
                           
                           
                           1,915
                           
                           
                           1989
                           
                           
                           (2)Lancaster
                           
                           
                           Lancaster, PA
                           
                           
                           
                           
                           
                           3,691
                           
                           
                           19,907
                           
                           
                           
                           
                           
                           14,404
                           
                           
                           3,691
                           
                           
                           34,311
                           
                           
                           38,002
                           
                           
                           19,444
                           
                           
                           1994 (3)
                           
                           
                           (2)Lincoln City
                           
                           
                           Lincoln City, OR
                           
                           
                           
                           
                           
                           6,500
                           
                           
                           28,673
                           
                           
                           268
                           
                           
                           7,398
                           
                           
                           6,768
                           
                           
                           36,071
                           
                           
                           42,839
                           
                           
                           7,968
                           
                           
                           2003 (3)
                           
                           
                           (2)Locust Grove
                           
                           
                           Locust Grove, GA
                           
                           
                           
                           
                           
                           2,558
                           
                           
                           11,801
                           
                           
                           
                           
                           
                           19,633
                           
                           
                           2,558
                           
                           
                           31,434
                           
                           
                           33,992
                           
                           
                           15,081
                           
                           
                           1994
                           
                           
                           (2)Mebane
                           
                           
                           Mebane, NC
                           
                           
                           
                           
                           
                           8,818
                           
                           
                           11,368
                           
                           
                           
                           
                           
                           
                           
                           
                           8,818
                           
                           
                           11,368
                           
                           
                           20,186
                           
                           
                           
                           
                           
                           (5)
                           
                           
                           (2)Myrtle Beach Hwy 17
                           
                           
                           Myrtle Beach, SC
                           
                           $
                           35,800
                           
                           
                           
                           
                           
                           80,733
                           
                           
                           
                           
                           
                           615
                           
                           
                           
                           
                           
                           81,348
                           
                           
                           81,348
                           
                           
                           3,388
                           
                           
                           2009 (3)
                           
                           
                           (2)Myrtle Beach Hwy 501
                           
                           
                           Myrtle Beach, SC
                           
                           
                           
                           
                           
                           10,236
                           
                           
                           57,094
                           
                           
                           
                           
                           
                           30,158
                           
                           
                           10,236
                           
                           
                           87,252
                           
                           
                           97,488
                           
                           
                           14,931
                           
                           
                           2003 (3)
                           
                           
                           (2)Nags Head
                           
                           
                           Nags Head, NC
                           
                           
                           
                           
                           
                           1,853
                           
                           
                           6,679
                           
                           
                           
                           
                           
                           4,388
                           
                           
                           1,853
                           
                           
                           11,067
                           
                           
                           12,920
                           
                           
                           4,783
                           
                           
                           1997 (3)
                           
                           
                           (2)Park City
                           
                           
                           Park City, UT
                           
                           
                           
                           
                           
                           6,900
                           
                           
                           33,597
                           
                           
                           343
                           
                           
                           16,407
                           
                           
                           7,243
                           
                           
                           50,004
                           
                           
                           57,247
                           
                           
                           9,238
                           
                           
                           2003 (3)
                           
                           
                           (2)Rehoboth
                           
                           
                           Rehoboth Beach, DE
                           
                           
                           
                           
                           
                           20,600
                           
                           
                           74,209
                           
                           
                           1,876
                           
                           
                           22,676
                           
                           
                           22,476
                           
                           
                           96,885
                           
                           
                           119,361
                           
                           
                           18,579
                           
                           
                           2003 (3)
                           
                           
                           (2)Riverhead
                           
                           
                           Riverhead, NY
                           
                           
                           
                           
                           
                           
                           
                           
                           36,374
                           
                           
                           6,152
                           
                           
                           80,385
                           
                           
                           6,152
                           
                           
                           116,759
                           
                           
                           122,911
                           
                           
                           55,072
                           
                           
                           1993
                           
                           
                           (2)San Marcos
                           
                           
                           San Marcos, TX
                           
                           
                           
                           
                           
                           1,801
                           
                           
                           9,440
                           
                           
                           16
                           
                           
                           43,259
                           
                           
                           1,817
                           
                           
                           52,699
                           
                           
                           54,516
                           
                           
                           25,645
                           
                           
                           1993
                           
                           
                           (2)Sanibel
                           
                           
                           Sanibel, FL
                           
                           
                           
                           
                           
                           4,916
                           
                           
                           23,196
                           
                           
                           
                           
                           
                           9,678
                           
                           
                           4,916
                           
                           
                           32,874
                           
                           
                           37,790
                           
                           
                           13,044
                           
                           
                           1998 (3)
                           
                           
                           (2)Sevierville
                           
                           
                           Sevierville, TN
                           
                           
                           
                           
                           
                           
                           
                           
                           18,495
                           
                           
                           
                           
                           
                           35,556
                           
                           
                           
                           
                           
                           54,051
                           
                           
                           54,051
                           
                           
                           21,345
                           
                           
                           1997 (3)
                           
                           
                           (2)Seymour
                           
                           
                           Seymour, IN
                           
                           
                           
                           
                           
                           1,084
                           
                           
                           1,891
                           
                           
                           
                           
                           
                           
                           
                           
                           1,084
                           
                           
                           1,891
                           
                           
                           2,975
                           
                           
                           1,891
                           
                           
                           1994
                           
                           
                           (2)Terrell
                           
                           
                           Terrell, TX
                           
                           
                           
                           
                           
                           523
                           
                           
                           13,432
                           
                           
                           
                           
                           
                           8,670
                           
                           
                           523
                           
                           
                           22,102
                           
                           
                           22,625
                           
                           
                           13,932
                           
                           
                           1994
                           
                           
                           (2)Tilton
                           
                           
                           Tilton, NH
                           
                           
                           
                           
                           
                           1,800
                           
                           
                           24,838
                           
                           
                           29
                           
                           
                           8,239
                           
                           
                           1,829
                           
                           
                           33,077
                           
                           
                           34,906
                           
                           
                           7,192
                           
                           
                           2003 (3)
                           
                           
                           (2)Tuscola
                           
                           
                           Tuscola, IL
                           
                           
                           
                           
                           
                           1,600
                           
                           
                           15,428
                           
                           
                           43
                           
                           
                           1,956
                           
                           
                           1,643
                           
                           
                           17,384
                           
                           
                           19,027
                           
                           
                           4,347
                           
                           
                           2003 (3)
                           
                           
                           (2)Washington
                           
                           
                           Washington, PA
                           
                           
                           
                           
                           
                           5,528
                           
                           
                           91,288
                           
                           
                           
                           
                           
                           4,394
                           
                           
                           5,528
                           
                           
                           95,682
                           
                           
                           101,210
                           
                           
                           6,741
                           
                           
                           2008
                           
                           
                           (2)West Branch
                           
                           
                           West Branch, MI
                           
                           
                           
                           
                           
                           319
                           
                           
                           3,428
                           
                           
                           120
                           
                           
                           8,894
                           
                           
                           439
                           
                           
                           12,322
                           
                           
                           12,761
                           
                           
                           6,969
                           
                           
                           1991
                           
                           
                           (2)Westbrook
                           
                           
                           Westbrook, CT
                           
                           
                           
                           
                           
                           6,264
                           
                           
                           26,991
                           
                           
                           4,233
                           
                           
                           3,959
                           
                           
                           10,497
                           
                           
                           30,950
                           
                           
                           41,447
                           
                           
                           6,437
                           
                           
                           2003 (3)
                           
                           
                           (2)Williamsburg
                           
                           
                           Williamsburg, IA
                           
                           
                           
                           
                           
                           706
                           
                           
                           6,781
                           
                           
                           716
                           
                           
                           15,362
                           
                           
                           1,422
                           
                           
                           22,143
                           
                           
                           23,565
                           
                           
                           15,210
                           
                           
                           1991
                           
                           
                           (2)$
                           35,800
                           
                           $
                           127,620
                           
                           $
                           886,419
                           
                           $
                           16,313
                           
                           $
                           477,518
                           
                           $
                           143,933
                           
                           $
                           1,363,937
                           
                           $
                           1,507,870
                           
                           $
                           412,530  (1)
                           
                           
                           Aggregate cost for federal income tax purposes is approximately $1,570,295.(2)
                           
                           
                           The Company generally uses estimated lives ranging from 25 to 33
                                 years for buildings and 15 years for land improvements. Tenant
                                 finishing allowances are depreciated over the initial lease term.
                                 Building, improvements & fixtures includes amounts included in
                                 construction in progress on the consolidated balance sheet.(3)
                           
                           
                           Represents year acquired.(4)
                           
                           
                           Amounts net of $5.2 million impairment charge taken during 2009
                                 consisting of a write-off of approximately $14.9 million of building
                                 and improvement cost and $9.7 million of accumulated depreciation.(5)
                           
                           
                           Under construction.
 F-27


TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIESSCHEDULE III  (Continued)REAL ESTATE AND ACCUMULATED DEPRECIATIONFor the Year Ended December 31, 2009(in thousands) The changes in total real estate for the three years ended December 31, 2009 are as follows:  2009
                           
                           
                           2008
                           
                           
                           2007Balance, beginning of year
                           
                           $
                           1,399,755
                           
                           $
                           1,287,241
                           
                           $
                           1,216,859Acquisitions
                           
                           
                           80,733
                           
                           
                           
                           
                           
                           Improvements
                           
                           
                           45,055
                           
                           
                           115,647
                           
                           
                           85,507Impairment charge
                           
                           
                           (14,869
                           )
                           
                           
                           
                           
                           Dispositions
                           
                           
                           (2,804
                           )
                           
                           (3,133
                           )
                           
                           (15,125
                           )Balance, end of year
                           
                           $
                           1,507,870
                           
                           $
                           1,399,755
                           
                           $
                           1,287,241 The changes in accumulated depreciation for the three years ended December 31, 2009 are as follows:  2009
                           
                           
                           2008
                           
                           
                           2007Balance, beginning of year
                           
                           $
                           359,301
                           
                           $
                           312,638
                           
                           $
                           275,372Depreciation for the period
                           
                           
                           64,922
                           
                           
                           49,796
                           
                           
                           50,508Impairment charge
                           
                           
                           (9,669
                           )
                           
                           
                           
                           
                           Dispositions
                           
                           
                           (2,024
                           )
                           
                           (3,133
                           )
                           
                           (13,242
                           )Balance, end of year
                           
                           $
                           412,530
                           
                           $
                           359,301
                           
                           $
                           312,638
 F-28